10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 000-50039

OLD DOMINION ELECTRIC COOPERATIVE

(Exact name of Registrant as specified in its charter)

VIRGINIA	23-7048405
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
4201 Dominion Boulevard, Glen Allen, Virginia	23060
(Address of principal executive offices)	(Zip code)

(804) 747-0592

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

6.25% 2001 Series A Bonds due 2011

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act?    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K.  x

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant. NONE

Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practicable date. The Registrant is a membership corporation and has no authorized or outstanding equity securities.

Documents incorporated by reference: NONE

OLD DOMINION ELECTRIC COOPERATIVE

2005 ANNUAL REPORT ON FORM 10-K

Item Number		Page Number
PART I
1.	Business	1
1A.	Risk Factors	14
1B.	Unresolved Staff Comments	18
2.	Properties	19
3.	Legal Proceedings	22
4.	Submission of Matters to a Vote of Securities Holders	24
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
6.	Selected Financial Data	25
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
7A.	Quantitative and Qualitative Disclosures About Market Risk	48
8.	Financial Statements and Supplementary Data	51
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	80
9A.	Controls and Procedures	80
9B.	Other Information	80
PART III
10.	Directors and Executive Officers of the Registrant	81
11.	Executive Compensation	84
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	86
13.	Certain Relationships and Related Transactions	87
14.	Principal Accountant Fees and Services	87
PART IV
15.	Exhibits and Financial Statement Schedules	87
SIGNATURES

PART I

ITEM 1. BUSINESS

General

Old Dominion Electric Cooperative (“Old Dominion” or “we” or “our”) was incorporated under the laws of the Commonwealth of Virginia in 1948 as a not-for-profit power supply cooperative. We were organized for the purpose of supplying the power our member distribution cooperatives require to serve their customers on a cost-effective basis. Through our member distribution cooperatives, we served more than 515,000 retail electric consumers (meters) representing a total population of approximately 1.2 million people in 2005. We provide this power pursuant to long-term, all-requirements wholesale power contracts. See “—Member Distribution Cooperatives” below.

We supply our member distribution cooperatives’ power requirements, consisting of capacity requirements and energy requirements, through a portfolio of resources including generating facilities, power purchase contracts, and forward, short-term and spot market energy purchases. Our generating facilities are fueled by a mix of coal, nuclear, natural gas, fuel oil, and diesel fuel. See “—Power Supply Resources” below and “Properties” in Item 2 for a description of these resources.

We are owned entirely by our members, which are the primary purchasers of the power we sell. We have two classes of members. Our Class A members are twelve customer-owned electric distribution cooperatives that sell electric service to their customers in 70 counties throughout Virginia, Delaware, Maryland, and a small portion of West Virginia. Our sole Class B member is TEC Trading, Inc. (“TEC”), a taxable corporation owned by our member distribution cooperatives. TEC was formed for the primary purposes of purchasing power from us to sell in the market, acquiring natural gas to supply our three combustion turbine facilities, and taking advantage of other power-related trading opportunities in the market. TEC does not engage in speculative trading. See “—TEC” below.

Our member distribution cooperatives primarily serve suburban, rural and recreational areas. These areas predominantly reflect stable growth in residential capacity and energy requirements both in terms of power sales and number of customers. See “Members’ Service Territories and Customers” below. Under state restructuring legislation, nearly all customers of our member distribution cooperatives are able to select their power suppliers. The member distribution cooperatives are the exclusive providers of distribution services and, at least initially, the default providers of power to their customers in their service territories. See “Regulation—Competition” below.

As a not-for-profit electric cooperative, we are currently exempt from federal income taxation under Section 501(c)(12) of the Internal Revenue Code of 1986, as amended. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Results—Tax Status” in Item 7 for a further discussion of our tax status.

We are not a party to any collective bargaining agreement. We had 83 employees as of March 1, 2006.

Our principal executive offices are located in the Innsbrook Corporate Center, at 4201 Dominion Boulevard, Glen Allen, Virginia 23060-6721. Our telephone number is (804) 747-0592.

Cooperative Structure

In general, a cooperative is a business organization owned by its members, which are also either the cooperative’s wholesale or retail customers. Cooperatives are designed to give their members the opportunity to satisfy their collective needs in a particular area of business more effectively than if the members acted independently. As not-for-profit organizations, cooperatives are intended to provide services to their members on a cost-effective basis, in part by eliminating the need to produce profits or a return on equity in excess of required

margins. Margins not distributed to members constitute patronage capital, a cooperative’s principal source of equity. Patronage capital is held for the account of the members without interest and returned when the board of directors of the cooperative deems it appropriate to do so.

We are a power supply cooperative. Electric distribution cooperatives form power supply cooperatives to acquire power supply resources, typically through the construction of generating facilities or the development of other power purchase arrangements, at a lower cost than if they were acquiring those resources alone.

Our Class A members are electric distribution cooperatives. Electric distribution cooperatives own and maintain nearly half of the distribution lines in the United States and serve three-quarters of the United States’ land mass. There are currently approximately 870 electric distribution cooperatives in the United States. Historically, electric distribution cooperatives have owned and operated distribution systems to supply the power requirements of their retail customers. See also “—Competition and Changing Regulations” below.

Potential Reorganization

As we strive to meet our member distribution cooperatives’ requirements in the most efficient and cost effective manner, we continually explore new ways to respond to the challenges facing us. As part of this effort, on July 26, 2004, we entered into a reorganization agreement with our twelve member distribution cooperatives, TEC and a newly formed taxable power supply cooperative, New Dominion Energy Cooperative (“New Dominion”), to provide us additional flexibility to finance capital expenditures and eliminate some existing operational constraints.

Structurally, the reorganization contemplated by the reorganization agreement would result in all of our member distribution cooperatives exchanging their membership interests in Old Dominion for a membership interest in New Dominion. All of their equity in Old Dominion would be transferred to New Dominion in return for an equal amount of equity in New Dominion. As a result, New Dominion would become our sole member.

As part of the reorganization, the reorganization agreement requires that New Dominion enter into a take-or-pay power sales contract with us, pursuant to which New Dominion would agree to purchase and receive 100% of the output and services of our power supply resources and to pay 100% of our costs, including amounts sufficient for us to meet the rate covenant under our Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, with Crestar Bank (predecessor to SunTrust Bank), as trustee (the “Indenture”). Payments required under this contract would not be excused by any event, including our inability or failure to perform. The reorganization agreement further provides that the wholesale power contracts we currently have with our member distribution cooperatives would be assigned to and assumed by New Dominion. TEC would withdraw as a member in conjunction with the completion of the reorganization and our power sales relationship with TEC also would be terminated at that time.

The reorganization agreement includes several provisions intended to protect our credit profile. We would not transfer our ownership of any of our tangible assets, including our interest in any of our generation facilities, in connection with the reorganization. We would continue to be responsible for all of our existing indebtedness and the reorganization agreement would require New Dominion to guarantee all of our outstanding obligations under our Indenture at the time of the consummation of the reorganization.

The formation of New Dominion and the consummation of the reorganization will have almost no impact on our consolidated financial statements. We currently do not anticipate transferring ownership of any of our assets as part of the reorganization, with one exception. We will transfer to New Dominion, at the direction of our members, any prepayments for electric service held by us as of the reorganization date. These prepayments totaled approximately $49.8 million at December 31, 2005. As described above, we also will continue to be responsible for all our existing indebtedness following the reorganization. The amount of our members’ equity will remain unchanged although the number of members we have will be reduced from thirteen to one.

The only change in our liquidity immediately following the reorganization will be the entry into a mutual credit agreement with New Dominion. The mutual credit agreement will permit either Old Dominion or New Dominion to request from the other an extension of credit in the form of loans, guarantees, or other credit support. This mutual credit agreement will not be a committed credit facility and neither Old Dominion nor New Dominion will be required to extend credit to the other thereunder.

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If consummated, we anticipate that following the reorganization New Dominion would conduct physical and financial power and gas procurement activities and purchase, in the markets, the power needed to supply the member distribution cooperatives over and above that obtained from us. New Dominion would not engage in speculative marketing or trading activities. We would expect to continue to perform all of our other current operations, including our obligations to operate and maintain our generating facilities. Future generating resources, including purchased power agreements, could be owned by either New Dominion or Old Dominion, depending upon our analysis of the advantages and disadvantages at the time the resources were acquired. New Dominion would be a taxable cooperative; however, no change would occur in our tax-exempt status as a result of the reorganization. We would continue to be regulated by federal or state governmental authorities in the same manner as we currently are, and we expect that New Dominion would be regulated in a similar manner.

Following the reorganization, both our and New Dominion’s board of directors would consist of two representatives of each of the member distribution cooperatives. No changes in our management personnel are contemplated as a result of the reorganization. We would supply all administrative and management services required by New Dominion.

Several conditions must be satisfied before the reorganization will occur, including conditions relating to obtaining all necessary regulatory approvals. In October 2004, a large industrial customer of one of our member distribution cooperatives intervened in our proceedings with the Federal Energy Regulatory Commission (“FERC”) relating to approvals we are seeking relating to the reorganization. Subsequently, Northern Virginia Electric Cooperative (“NOVEC”), our largest member distribution cooperative, also intervened in these proceedings. See “Legal Proceedings” in Item 3.

The reorganization agreement granted us the right to terminate the reorganization agreement if the conditions to closing were not satisfied prior to December 31, 2004. We currently anticipate that we and our member distribution cooperatives will continue to pursue satisfaction of the conditions precedent to the reorganization in the reorganization agreement. Several of these conditions, including the obtainment of all necessary regulatory approvals, are beyond our control. For this reason, we cannot determine when or if the reorganization will occur.

Member Distribution Cooperatives

General

Our member distribution cooperatives provide electric services, consisting of power supply, transmission services, and distribution services (including metering and billing) to residential, commercial, and industrial customers in 70 counties in Virginia, Delaware, Maryland, and West Virginia. The member distribution cooperatives’ distribution business involves the operation of substations, transformers, and electric lines that deliver power to customers. Three of our member distribution cooperatives provide electric services on the Delmarva Peninsula: A&N Electric Cooperative in Virginia, Choptank Electric Cooperative in Maryland, and Delaware Electric Cooperative in Delaware. Our remaining nine members, which serve the Virginia mainland, are: BARC Electric Cooperative, Community Electric Cooperative, Mecklenburg Electric Cooperative, Northern Neck Electric Cooperative, NOVEC, Prince George Electric Cooperative, Rappahannock Electric Cooperative, Shenandoah Valley Electric Cooperative, and Southside Electric Cooperative. Shenandoah Valley Electric Cooperative also serves a small portion of West Virginia. The member distribution cooperatives are not our subsidiaries, but rather our owners. We have no interest in their properties, liabilities, equity, revenues, or margins.

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Wholesale Power Contracts

We sell power to our member distribution cooperatives under “all-requirements” wholesale power contracts. Each contract obligates us to sell and deliver to the member distribution cooperative, and obligates the member distribution cooperative to purchase and receive from us, all power that it requires for the operation of its system, with limited exceptions, to the extent that we have the power and facilities available to do so. Each of these wholesale power contracts is effective through 2028 and continues in effect beyond 2028 until either party gives the other at least three years notice of termination. See “—Northern Virginia Electric Cooperative” below for a description of negotiations and proceedings related to the wholesale power contract of one member.

There are two principal exceptions to the all-requirements obligations of the parties. First, each Virginia mainland member distribution cooperative may purchase power allocated to it from the Southeastern Power Administration (“SEPA”), which operates hydroelectric facilities in Virginia. The total allocation of power from SEPA to the member distribution cooperatives was 84 megawatts (“MW”) plus associated energy for January 1, through June 30, 2005, and 76 MW plus associated energy for July 1, through December 31, 2005. This power represented approximately 3.1% of our total member distribution cooperatives’ peak capacity requirements and approximately 1.5% of our total member distribution cooperatives’ energy requirements. In 2005, the energy received by our member distribution cooperatives from SEPA was less than in 2004 due to the variability of production. Second, if pursuant to the Public Utility Regulatory Policies Act (“PURPA”) or other laws, a member distribution cooperative is required to purchase electric power from a qualifying facility, the member distribution cooperative must make the required purchases. Any required purchases made by the member distribution cooperative will be at a rate no more than our avoided cost, as established by us. At our option, the member distribution cooperative will sell that power to us at a price no more than that rate. The member distribution cooperative may appoint us to act as its agent in all dealings with the owner of any of these qualifying facilities. Purchases of power generated by qualifying facilities constituted less than 1.0% of our member distribution cooperatives’ capacity and energy requirements in 2005.

Each member distribution cooperative is required to pay us monthly for power furnished under its wholesale power contract in accordance with our formulary rate. The formulary rate, which has been filed with and accepted by FERC, is designed to recover our total cost of service and create a firm equity base. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Results—Formulary Rate” in Item 7. More specifically, the formulary rate is intended to meet all of our costs, expenses and financial obligations associated with our ownership, operation, maintenance, repair, replacement, improvement, modification, retirement and decommissioning of our generating plants, transmission system or related facilities, as well as all of our costs, expenses and financial obligations relating to the acquisition and sale of power or related services that we provide to our member distribution cooperatives under the wholesale power contracts, including:

• payments of principal and premium, if any, and interest on all indebtedness issued by us (other than payments resulting from the acceleration of the maturity of the indebtedness);

• the cost of any power purchased by us for resale by us under the wholesale power contracts and the costs of transmission, scheduling, dispatching and controlling services for delivery of electric power;

• any additional cost or expense, imposed or permitted by any regulatory agency or which is paid or incurred by us relating to our generating plants, transmission system or related facilities or relating to the services we provide to our member distribution cooperatives that is not otherwise included in any of the costs specified in the wholesale power contracts;

• all amounts we are required to pay under any contract to which we are a party;

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• additional amounts required to meet the requirement of any rate covenant with respect to coverage of principal and interest on our indebtedness contained in any indenture or contract with holders of our indebtedness; and

• any additional amounts which our board of directors deems advisable in the marketing of our indebtedness.

The rates established under the wholesale power contracts are designed to enable us to comply with financing, regulatory and governmental requirements, which apply to us from time to time.

We may revise our budget at any time to the extent that our current budget does not accurately reflect our demand (or capacity)-related costs and expenses or estimates of our demand sales of power. Increases or decreases in our budget automatically amend the demand component of our formulary rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Results—Formulary Rate” in Item 7 for a description of capacity-related costs and the demand component of our formulary rate. Also, the wholesale power contracts permit us to adjust the amounts to be collected from the member distribution cooperatives to equal our actual demand costs. We make these adjustments under our Margin Stabilization Plan. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Margin Stabilization Plan” in Item 7. These adjustments are treated as due, owed, incurred and accrued for the year to which the increase or decrease relates. The member distribution cooperatives pay or receive any amounts owed to or by us as a result of this adjustment in the following year. If at any time our board of directors determines that the formula does not meet all of our costs and expenses, it may adopt a new formula to meet those costs and expenses, subject to any necessary regulatory review and approval.

During the term of each wholesale power contract, each member distribution cooperative will not, without obtaining our written consent, take or permit to be taken any steps for reorganization or dissolution, consolidation with or merger into any corporation, or the sale, lease or transfer of all or a substantial portion of its assets. We will not, however, unreasonably withhold our consent to any reorganization, dissolution, consolidation, merger or sale, lease or transfer of assets. In addition, we will not withhold or condition our consent if the transaction would not (1) increase rates to our other member distribution cooperatives, (2) impair our ability to repay our indebtedness or any other obligation, or (3) affect our system performance in any material way. Despite these restrictions, a member distribution cooperative may reorganize or dissolve, consolidate with or merge into any corporation, or sell, lease or transfer a substantial portion of its assets without our consent if it:

• pays the portion of our indebtedness or other obligations as we determine, and

• complies with reasonable terms and conditions that we may require to eliminate any adverse effects on the rates of our other member distribution cooperatives, or to provide assurance that we will have the ability to repay our indebtedness and abide by our other obligations.

We are considering a restructuring of our relationships with our member distribution cooperatives. See “Potential Reorganization” above.

Northern Virginia Electric Cooperative

Over the past several years, we had been in discussions with NOVEC, our largest member distribution cooperative, about changing the nature of its wholesale power contract with us from an all-requirements contract to a partial-requirements contract. See “—Member Distribution Cooperatives—Wholesale Power Contracts.” In prior years, NOVEC has stated that it may bring an action before FERC or the Virginia State Corporation Commission (“VSCC”) to reform the contract along these terms if we did not reach mutually agreeable modifications to the contract. In January 2006, NOVEC filed a complaint with FERC pursuant to Section 206 of the Federal Power Act seeking reformation of its wholesale power contract. In March 2006, FERC denied NOVEC’s complaint. In January 2005, NOVEC had also intervened in our New Dominion proceedings at FERC. See “Legal Proceedings —

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FERC Proceedings Related to Potential Reorganization” and “Northern Virginia Electric Cooperative” in Item 3 for a discussion of these proceedings. NOVEC has never sought, however, to be relieved of its obligations relating to our existing generating facilities, including debt service and other costs related or allocable to these facilities.

While we cannot predict the ultimate resolution of this matter, we will not amend or modify the wholesale power contract in any way that could adversely affect our financial condition or that of our other member distribution cooperatives.

TEC

TEC was formed in 2001 for the primary purpose of purchasing from us, to sell in the market, energy that is not needed to meet the actual needs of our member distribution cooperatives, acquiring natural gas and forward purchase contracts to hedge the price of natural gas to supply our combustion turbine facilities, and taking advantage of other power-related trading opportunities in the market which will help lower our member distribution cooperatives’ costs. TEC does not engage in speculative trading.

TEC is owned by our member distribution cooperatives, and currently is our only Class B member. As a member, TEC is entitled to receive patronage capital distributions from us based on our allocation of margins to Class B members and the amount of its business with us. We are continuing to evaluate the potential reorganization of our relationships with our members, including TEC. See “—Potential Reorganization” above.

We have a power sales contract with TEC, under which TEC purchases power from us that we do not need to meet the actual needs of our member distribution cooperative for resale to the market and sells this power to the market under market-based rate authority granted by FERC. To fully participate in power-related markets, TEC must maintain credit support sufficient to meet delivery and payment obligations associated with its power trades. To assist TEC in maintaining this credit support, we have agreed to guarantee up to a maximum of $60.0 million of TEC’s delivery and payment obligations associated with its power trades. As of December 31, 2005, we had issued guarantees for up to $19.6 million of TEC’s obligations and $0.2 million of such obligations were outstanding.

In 2005, TEC purchased from us, and subsequently sold to the market, 1,318,647 megawatt-hours (“MWh”) of energy. In 2005, we purchased from TEC $45.5 million of natural gas to fuel our combustion turbine facilities. We charged TEC $12,000 for services we performed for TEC in 2005 under an administrative services agreement.

In accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” (the “Interpretation”), TEC is considered a variable interest entity for which we are the primary beneficiary. We became the primary beneficiary of TEC in 2001. We first consolidated TEC’s financial position as of December 31, 2004, and beginning January 1, 2005, TEC’s operations were also consolidated as a result of the adoption of the Interpretation. We have eliminated all intercompany balances and transactions in consolidation. The assets and liabilities and non-controlling interest of TEC are recorded at carrying value and the net assets consolidated were $36.1 million and $10.2 million at December 31, 2005, and December 31, 2004, respectively.

Members’ Service Territories and Customers

Historically, our member distribution cooperatives have had the exclusive right to provide electric service to customers within their exclusive service territories certified by their respective state public service commissions. The member distribution cooperatives, like other incumbent utilities, then charged their customers a bundled rate for electric service, which included charges for power, transmission services, and distribution (including metering and billing) services.

Virginia, Delaware, and Maryland have each enacted legislation granting retail customers the right to choose their power supplier. This legislation in each state maintains the exclusive right of the incumbent electric

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utilities, including our member distribution cooperatives, to continue to provide transmission and distribution services and, at least initially, to be the default providers of power to their customers in their service territories. See “—Regulation—Competition” below.

The territories served by our member distribution cooperatives cover large portions of Virginia, Delaware, and Maryland. One of our member distribution cooperatives also serves a small portion of West Virginia. These service territories range from the suburban metropolitan Washington, D.C. area in northern Virginia, to the Atlantic shore of Virginia, Delaware, and Maryland, to the Appalachian Mountains and the North Carolina border. The service territories of member distribution cooperatives serving the high growth, increasingly suburban area between Washington, D.C. and Richmond, Virginia, account for approximately half of our capacity requirements. While our member distribution cooperatives do not serve any major cities, several portions of their service territories are in close proximity to urban areas. These areas continue to experience growth due to the expansion of suburban communities into neighboring rural areas and the continuing development of resort and vacation communities within their service territories.

Our member distribution cooperatives’ service territories are diverse and encompass primarily suburban, rural and recreational areas. These territories predominantly reflect historically stable growth in residential capacity and energy requirements both with respect to power sales and number of customers. These customers’ requirements for capacity and energy generally follow a seasonal pattern where their requirements increase in winter and summer as home heating and cooling needs increase and then decline in the spring and fall as the weather becomes milder. Our member distribution cooperatives also serve major industries, which include manufacturing, fisheries, agriculture, forestry and wood products, paper, travel, and trade.

Our member distribution cooperatives’ sales of energy in 2005 totaled approximately 10,747,918 MWh. These sales were divided by type as follows:

Customer Class	Percentage of MWh Sales		Percentage of Customers
Residential	65.8	%	92.5	%
Commercial and industrial	33.0		6.9
Other	1.2		0.6

From 2000 through 2005, our member distribution cooperatives experienced an average annual compound growth rate of approximately 3.4% in the number of customers and an average annual compound growth rate of 4.7% in energy sales measured in MWh.

Revenues from the following member distribution cooperatives equaled or exceeded 10% of our total revenues in 2005:

Member Distribution Cooperatives	Revenues		Percentage of Total Revenues
	(in millions)
Northern Virginia Electric Cooperative	$	186.5	28.4	%
Rappahannock Electric Cooperative		142.0	21.6
Delaware Electric Cooperative		72.2	11.0

The member distribution cooperatives’ average number of customers per mile of energized line has increased approximately 6.5% since 2000 to approximately 9.5 customers per mile in 2005. System densities of our member distribution cooperatives in 2005 ranged from 6.2 customers per mile in the service territory of BARC Electric Cooperative to 21.9 customers per mile in the service territory of NOVEC. In 2005, the average service density for all distribution electric cooperatives in the United States was approximately 7.0 customers per mile.

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POWER SUPPLY RESOURCES

General

We provide power to our members through a combination of our interests in the Clover Power Station (“Clover”), North Anna Nuclear Power Station (“North Anna”), Louisa generating facility (“Louisa”), Marsh Run generating facility (“Marsh Run”), Rock Springs generating facility (“Rock Springs”), distributed generation facilities, long-term and short-term physically-delivered forward power purchase contracts and spot purchases of power in the open market. Our power supply resources for the past three years have been as follows:

	Year Ended December 31,
	2005			2004			2003
	(in MWh and percentages)
Generated:
Clover	3,190,796	24.9	%	3,342,530	29.2	%	3,212,421	30.6	%
North Anna	1,784,512	14.0		1,718,545	15.0		1,598,959	15.2
Louisa	200,535	1.6		212,087	1.9		154,693	1.5
Marsh Run	243,864	1.9		25,761	0.2		—	—
Rock Springs	119,387	0.9		125,244	1.1		109,748	1.0
Distributed generation	2,312	—		354	—		594	—
Total Generated	5,541,406	43.3		5,424,521	47.4		5,076,415	48.3
Purchased:
Total Purchased	7,260,938	56.7		6,005,984	52.6		5,429,401	51.7
Total Available Energy	12,802,344	100.0	%	11,430,505	100.0	%	10,505,816	100.0	%

Typically, our member distribution cooperatives’ peak demand for energy, also referred to as our capacity requirement, occurs in the summer. This peak is due to the summer air conditioning requirements of the member distribution cooperatives’ customers, which reflects the large residential component of our total capacity requirements. In 2005, the peak for the member distribution cooperatives’ customers was in August.

North Anna and Clover satisfied approximately 27.7% of our capacity requirements and 38.9% of our energy requirements in 2005. Louisa, Marsh Run and Rock Springs provided 21.3%, 21.3%, and 14.2% of our 2005 capacity requirements, respectively, and 1.6%, 1.9%, and 0.9%, respectively, of our 2005 energy requirements. In 2005, we obtained the remainder of our capacity and energy requirements from numerous suppliers under various long-term and short-term physically-delivered forward power purchase contracts and spot market purchases. Most of our long-term power purchase contracts will expire by the end of 2010. See “—Power Purchase Contracts” below.

Power Supply Resources

Generating Facilities

We have ownership interests in five electric generating facilities plus distributed generation facilities. For a description of these facilities see “Properties” in Item 2. In 2005, these facilities provided 43.3% of our energy requirements.

Power Purchase Contracts

In 2005, we purchased approximately 56.7% of our total energy requirements. These energy requirements were provided principally by neighboring utilities and power marketers through long-term and short-term physically-delivered power purchase contracts and purchases of energy in the spot markets.

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Our most significant long-term power purchase arrangements are with Virginia Electric & Power Company (“Virginia Power”), the operator and co-owner of Clover and North Anna. We have an agreement with Virginia Power which grants us the right, but not the obligation, to purchase energy at a price determined by reference to a specified natural gas index (the Operating and Power Sales Agreement or “OPSA”). In addition, we have other contractual arrangements with Virginia Power which permit us to purchase reserve capacity and energy. We intend to purchase our reserve capacity requirements for Clover and North Anna from Virginia Power under these arrangements until either the date on which all facilities at North Anna have been retired or decommissioned, or the date we have no interest in North Anna, whichever is earlier. The purchase price we pay for any reserve energy purchased under these arrangements equals the natural gas-indexed price we pay for intermediate energy under our other agreements with Virginia Power. In addition to Virginia Power, we have other long-term power purchase agreements with Mid-Atlantic utilities which provide a small portion of our capacity and energy requirements.

The remainder of our energy requirements are provided by the market. We purchase significant amounts of power in the market through long-term and short-term physically-delivered forward power purchase contracts. We also purchase power in the spot market. This approach to meeting our member distribution cooperatives’ energy requirements is not without risks. See “Risk Factors” in Item 1A. below. To mitigate these risks, we attempt to match our energy purchases with our energy needs to reduce our spot market purchases of energy. Additionally, we have developed policies and procedures to manage the risks in the changing business environment. These procedures, developed in cooperation with ACES Power Marketing LLC (“APM”), are designed to strike the appropriate balance between minimizing costs and reducing energy cost volatility. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Issues—Reliance on Market Purchases of Energy” in Item 7.

Transmission

We have agreements with PJM, which provide us with access to transmission facilities under their control as necessary to deliver energy to our member distribution cooperatives. We own a small amount of transmission facilities. See “Properties” in Item 2. We transmit power to our twelve member distribution cooperatives through the transmission systems of PJM Interconnection, LLC (“PJM”) – South, PJM – West Region, and PJM – Classic Region.

We are a member of PJM to serve our member distribution cooperatives. PJM is an independent system operator of transmission facilities serving all of Delaware, Maryland, West Virginia and most of Virginia, as well as other areas outside our member distribution cooperatives’ service territories.

PJM continually balances its participants’ power requirements with the power resources available to supply those requirements. Based on this evaluation of supply and demand, PJM schedules available resources to meet the demand for power in the most reliable and cost-effective manner. When available resources cannot be dispatched due to transmission constraints, more expensive generating facilities must be dispatched to meet the requested power requirements. PJM participants whose power requirements cause the redispatch are obligated to pay the additional costs to dispatch the more expensive generating facilities. These additional costs are commonly referred to as congestion costs. PJM operates the transmission system to support a competitive generation marketplace. FERC recently took action with its Notice of Potential Rulemaking (“NOPR”) related to “Promoting Transmission Investment through Pricing Reform.” The overriding purpose in the NOPR is “to provide incentives and regulatory certainty sufficient to support expanded and improved transmission infrastructure (including advanced technologies) while at the same time ensuring that transmission rates remain just, reasonable and not unduly discriminatory or preferential.” Also, PJM has proposed additional transmission upgrades. These efforts may reduce our congestion costs in the future. Net congestion costs for 2005 were approximately $14.1 million.

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Fuel Supply

Nuclear

Virginia Power, as operating agent, has the sole authority and responsibility to procure nuclear fuel for North Anna. Virginia Power advises they use primarily long-term contracts to support North Anna’s nuclear fuel requirements and that worldwide market conditions are continuously evaluated to ensure a range of supply options at a reasonable price. We are not a direct party to any of these procurement contracts, and therefore cannot control their terms or duration. Virginia Power reports that current agreements, inventories, and spot market availability are expected to support current and planned fuel supply needs and that additional fuel is purchased as required to attempt to ensure optimum cost and inventory levels.

Coal

Virginia Power, as operating agent, has the sole authority and responsibility to procure sufficient coal for the operation of Clover. Historically, Virginia Power has employed both long-term contracts and spot market purchases to acquire the low sulfur bituminous coal used to fuel the facility. Virginia Power advises us that its procurement policy is to secure the bulk of the coal requirements under long-term contracts, with specific contract target percentages fluctuating, based on prevailing market conditions. We are not a direct party to any of these procurement contracts, and therefore cannot control their terms or duration. As of December 31, 2005, and December 31, 2004, we had a 26.5 day and a 13 day supply of coal at Clover, respectively. We anticipate that sufficient supplies of coal will be available in the future at reasonable prices, but market prices and price volatility both may be higher than we currently anticipate. See “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A.

Natural Gas

Over the past several years, many new electric generating facilities fueled by natural gas have become available for commercial operation, causing an increase in competition for natural gas capacity. Our three operating combustion turbine facilities are powered by natural gas and are located adjacent to natural gas transmission lines. With assistance from APM, we have developed and utilize a natural gas supply strategy for providing natural gas to each of the three combustion turbine facilities. We are responsible for procuring the natural gas to be used by all units at Louisa, Marsh Run and Rock Springs. The strategy includes securing transportation contracts and incorporating the ability to use No. 2 distillate fuel oil back up for Louisa and Marsh Run, as needed, to minimize transportation costs. We have identified our primary natural gas suppliers and have negotiated the contracts needed for procurement of physical natural gas. We have put in place strategies and mechanisms to financially hedge our natural gas needs through TEC. See “TEC.” We presently anticipate that sufficient supplies of natural gas will be available in the future at reasonable prices making the operation of the combustion turbine facilities economical, but significant price volatility may occur. See “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A.

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REGULATION

General

We are subject to regulation by FERC and to a limited extent, state public service commissions. Some of our operations are also subject to regulation by the Virginia Department of Environmental Quality (“DEQ”), the Department of Energy (“DOE”), the Nuclear Regulatory Commission (“NRC”), and other federal, state, and local authorities. Compliance with future laws or regulations may increase our operating and capital costs by requiring, among other things, changes in the design and operation of our generating facilities.

Rates

FERC regulates our rates for transmission services and wholesale sale of power in interstate commerce. We establish our rates for power furnished to our member distribution cooperatives pursuant to our formulary rate, which has been accepted by FERC. The formulary rate is intended to permit us to collect revenues, which, together with revenues from all other sources, are equal to all of our costs and expenses, plus an additional amount up to 20% of our total interest charges, plus additional equity contributions as approved by our board of directors. The formula is comprised of three main components: a demand rate, a base energy rate, and a fuel factor adjustment rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Results – Formulary Rate” in Item 7.

FERC may review our rates upon its own initiative or upon complaint and order a reduction of any rates determined to be unjust, unreasonable, or otherwise unlawful and order a refund for amounts collected during such proceedings in excess of the just, reasonable, and lawful rates. Our charges to TEC are established under our market-based sales tariff filed with FERC.

Because our rates and services are regulated by FERC, the VSCC, the Delaware Public Service Commission (“Delaware PSC”), and the Maryland Public Service Commission (“Maryland PSC”) do not have jurisdiction over our rates and services. The state commissions, however, do oversee the siting of our utility facilities in their respective jurisdictions. They also regulate the rates and services offered by our member distribution cooperatives.

Other FERC Regulation

In addition to its jurisdiction over rates, FERC regulates the issuance of securities and assumption of liabilities by us, as well as mergers, consolidations, the acquisition of securities of other utilities, and the disposition of property other than generating facilities. Under FERC regulations, we are prohibited from selling, leasing, or otherwise disposing of the whole of our facilities (other than generating facilities), or any part of such facilities having a value in excess of $50,000 without FERC approval.

Competition

In prior years, Virginia, Delaware and Maryland each have enacted legislation that restructures the electric utility industry in their states and changes the manner in which electricity may be sold to retail customers. Each state’s individual restructuring plan deregulated the power component (also known as generation) of electric service, while maintaining regulation of transmission and distribution services. All retail customers in Virginia, Delaware and Maryland, including retail customers of our member distribution cooperatives, are currently permitted to purchase power from the supplier of their choice. At March 1, 2006, no entity had registered to be an alternative power supplier in any of the service territories of our member distribution cooperatives and, as a result, none of their retail customers have switched to alternative providers. If customers of our member distribution cooperatives choose alternative power suppliers in the future, this could result in a reduction in our revenues and cash flows. If the resulting decrease in our member revenues is significant enough, we could lose our tax-exempt status. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors Affecting Results—Tax Status” in Item 7.

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To address the difference between what an electric utility would have recovered under regulated cost-of-service rates and what that electric utility will recover under competitive market rates, sometimes referred to as “stranded costs,” and to facilitate the implementation of retail competition, legislation was passed in all three states requiring the incumbent utility to cap the bundled rates that it can charge its retail customers in its certificated service territory during a specified transition period. The transition periods for our Delaware member distribution cooperative and our Maryland member distribution cooperative expired on March 31, 2005, and June 30, 2005, respectively. Capped rates extend until December 31, 2010, for our Virginia member distribution cooperatives. These capped rates are unbundled, or itemized, into power, transmission and distribution components and a competitive transition charge. Our member distribution cooperatives located in Virginia have the ability to pass through to their customers, changes in energy costs even while under capped rates. Additionally, they may request one change in their capped rates prior to July 1, 2007, and one additional change between July 1, 2007 and December 31, 2010.

Environmental

We are subject to federal, state, and local laws and regulations and permits designed to protect human health and the environment and regulating the emission, discharge, or release of pollutants into the environment. We believe we are in material compliance with all current requirements of such environmental laws and regulations and permits. As with all electric utilities, the operation of our generating units could, however, be affected by future environmental regulations. Capital expenditures and increased operating costs required to comply with any future regulations could be significant. See “Risk Factors” in Item 1A. below.

Our direct capital expenditures for environmental control facilities at Clover and North Anna, excluding capitalized interest, were immaterial in 2005. Based on information provided by Virginia Power, our portion of direct capital expenditures for environmental control facilities planned for Clover and North Anna over the next three years is estimated to be approximately $0.1 million and $0.8 million, respectively. These expenditures are included in our estimated capital expenditures for the years 2006 through 2008. Based upon information provided by Virginia Power, we anticipate that beginning in 2011, we will have an increase in our direct capital expenditures for environmental control facilities at Clover. In 2005, we did not have any direct capital expenditures for environmental control facilities at our Louisa, Marsh Run and Rock Springs combustion turbine facilities and there are currently no projected direct capital expenditures for environmental control facilities in 2006, 2007, or 2008. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Expenditures” in Item 7.

The most important environmental law affecting our operations is the Clean Air Act. The Clean Air Act requires, among other things, that owners and operators of fossil fuel-fired power stations limit emissions of sulfur dioxide (“SO₂”) and nitrogen oxides (“NO_x”). Under the Clean Air Act’s Acid Rain Program, each of our fossil fuel-fired plants must obtain SO₂ allowances equal to the number of tons of SO₂ they emit into the atmosphere annually. As an existing facility, Clover receives an annual allocation of SO₂ allowances at no cost based upon its baseline operations. Newer facilities, including Louisa, Marsh Run and Rock Springs, need to obtain allowances, but because they are primarily gas-fired, the number of SO₂ allowances they must obtain are expected to be minimal and will be supplied from excess SO₂ allowances allocated to Clover. Future changes in the Acid Rain Program, including increases in the cost of SO₂ allowances or the ratio of allowances to emissions, could increase our costs of operation.

Pursuant to the Clean Air Act, both Virginia and Maryland have enacted regulations to reduce the emissions of NO_x by establishing NO_x allowance programs similar to federal SO₂ allowance programs. Clover is meeting its NO_x emissions limitations through the use of conventional and advanced pollution control equipment. NO_x emissions allowances will be purchased to meet the NO_x reduction requirement that is not met by the NO_x emission control equipment. We have an agreement with Virginia Power to provide us with the option each year to purchase from it the NO_x emissions allowances necessary to compensate for any shortfall between our NO_x emissions allowance requirement for Clover and our portion of the regulatory NO_x emissions allocation for Clover.

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Louisa, Marsh Run and Rock Springs will each emit significant amounts of NO_x. As new sources, they were designed with advanced technologies that reduce the formation of NO_x emissions, and will be required to meet stringent NO_x emission limits. Each facility is required to obtain allowances for every ton of NO_x they emit during the ozone season (May through September). When designing their respective programs, Virginia and Maryland both set aside a number of NO_x allowances to be allocated to new fossil fuel electric power generating sources based on their emissions rates. In 2004, the Virginia General Assembly designated that the 2004 and 2005 NO_x set aside allowances for new fossil fuel electric power generating sources were to be sold at auction. Therefore, both our Louisa and Marsh Run facilities had to purchase their NO_x allowances from the market for 2005. We anticipate that from 2006 forward NO_x new set aside allowances will be available for Louisa and Marsh Run until these units become part of Virginia’s NO_x budget. NO_x emission allowances that are not received from the new source set aside pools will be purchased in the market for the operation of all three combustion turbine facilities. We project that we will be able to obtain sufficient quantities of NO_x allowances in the future at commercially reasonable prices, but increased NO_x emissions or increased restrictions could cause the price of allowances to be higher than we expect.

On March 10, 2005, the EPA issued the Clean Air Interstate Rule (“CAIR”), which will permanently cap emissions of SO2 and NOx in the eastern United States, which includes Virginia and Maryland. CAIR achieves large reductions of SO2 and/or NOx emissions across 28 eastern states and the District of Columbia. States must achieve the required emission reductions using one of two compliance options: (1) meet the state’s emission budget by requiring power plants to participate in an EPA administered interstate cap and trade system that caps emissions in two stages, or (2) meet an individual state emissions budget through measures of the state’s choosing. The Clean Air Act also requires that states meet the new national, health-based air quality standards for ozone and particulate matter standards by requiring reductions from many types of sources. The DEQ held Technical Advisory Committee meetings in September and October of 2005 to gather information on developing state specific rules to meet the requirements of CAIR. The committee was comprised of industrial and environmental organizations.

On March 15, 2005, the EPA issued the Clean Air Mercury Rule (“CAMR”) to permanently cap and reduce mercury emissions from coal-fired power plants. The CAMR establishes standards of performance limiting mercury emissions from new and existing coal-fired power plants and creates a market-based cap-and-trade program that will reduce nationwide utility emissions of mercury in two distinct phases. The first phase cap is 38 tons and emissions will be reduced by taking advantage of mercury reductions achieved by equipment installed to reduce SO₂ and NO_x emissions under CAIR. In the second phase, due in 2018, coal-fired power plants will be subject to a second cap, which will reduce emissions to 15 tons upon full implementation. The DEQ Technical Advisory Committee held meetings in September and October of 2005 to gather information on developing state specific rules to meet the requirements of CAMR.

The regulatory implementation of CAIR and CAMR will require substantial new investments in pollution control equipment for coal-fired power plants. The CAIR regulations will require additional pollution control equipment at Clover. Clover’s existing pollution control equipment already removes greater than 90% of the mercury and we do not anticipate that any additional measures will be required to comply with CAMR. No additional pollution control equipment is expected to be required on any of our other generation assets.

On March 5, 2004, the EPA promulgated new national emission standards for hazardous air pollutants (“HAPs”) for stationary combustion turbines. The new rule requires the installation of “maximum achievable control technology” (“MACT”) to reduce the emissions of HAPs from gas-fired combustion turbines only if such combustion turbines are major sources of HAPs as defined by the Clean Air Act, and if construction of the turbines started on or after January 15, 2003. Construction of Rock Springs and Louisa started before January 2003. Although construction of our Marsh Run combustion turbine facility began in March 2003, it is not a major source of HAPs and is not located at a facility that is a major source of HAPs; therefore, the new MACT standard does not apply to Marsh Run.

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The Clean Water Act and applicable state laws regulate water intake structures, discharges of cooling water, storm water run-off and other wastewater discharges at our generating facilities. We are in material compliance with these requirements and with permits that must be obtained with respect to such discharges. Our permits are subject to periodic review and renewal proceedings, and can be made more restrictive over time. Limitations on the thermal discharges in cooling water, or withdrawal of cooling water during low flow conditions, can restrict our operations. During 2005, we experienced no such restrictions; however, such restrictions can arise during drought conditions. Clover has two consent orders with the DEQ. One consent order is to study the impact of withdrawing water to support Clover during low river flow conditions and the other is to relocate one of the landfill discharge pipes from Black Walnut Creek to the Roanoke River. The low flow study has been conducted; however, the results have not yet been finalized. One of the landfill discharge pipes has been relocated to the Roanoke River.

New legislative and regulatory proposals are frequently proposed on both a federal and state level that would modify the environmental regulatory programs applicable to our facilities. An example is the control of carbon dioxide and other “greenhouse” gases that may contribute to global climate change. With respect to proposed legislation and regulatory proposals that have not yet been formally proposed, we cannot provide meaningful predictions regarding their final form, or their possible effects upon our operations.

We incurred approximately $9.4 million, $11.0 million, and $9.9 million of expenses, including depreciation, during 2005, 2004, and 2003, respectively, in connection with environmental protection and monitoring activities, such as costs related to the disposal of solid waste, operation of landfills, operation of air emissions reduction equipment, and disposal of hazardous waste material. These expenses were included in fuel expense, operations and maintenance expense, and depreciation, amortization and decommissioning expense. We anticipate expenses to be approximately $8.5 million in 2006 in connection with environmental protection and monitoring activities, including depreciation.

Nuclear

Under the Nuclear Waste Policy Act, the DOE is required to provide for the permanent disposal of spent nuclear fuel produced by nuclear facilities, such as North Anna, in accordance with contracts executed with the DOE. However, since the DOE did not begin accepting spent fuel in 1998 as specified in its contracts, Virginia Power is providing on-site spent nuclear fuel storage at the North Anna facility site. Virginia Power will continue to safely manage its spent nuclear fuel until the DOE begins accepting the spent nuclear fuel. In January 2004, Virginia Power filed a lawsuit seeking recovery damages for breach of the Standard Contract due to the DOE’s delay in accepting spent nuclear fuel from North Anna.

ITEM 1A. – RISK FACTORS

RISK FACTORS

The following risk factors and all other information contained in this report should be considered carefully when evaluating Old Dominion. These risk factors could affect our actual results and cause these results to differ materially from those expressed in any forward-looking statements of Old Dominion. Other risks and uncertainties, in addition to those that are described below may also impair our business operations. We consider the risks listed below to be material, but you may view risks differently than we do and we may omit a risk that we consider immaterial but you consider important. An adverse outcome of any of the following risks could materially affect our business or financial condition. These risk factors should be read in conjunction with the other detailed information set forth in the notes to Consolidated Financial Statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 below, including “Caution Regarding Forward Looking Statements.”

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We rely substantially on purchases of energy from other power suppliers.

We supply our member distribution cooperatives with all of their power, that is capacity and energy, requirements, with limited exceptions. Our costs to provide this capacity and energy are passed through to our member distribution cooperatives under our wholesale power contracts. We obtain the power to serve their requirements from generating facilities in which we have an interest and purchases of power from other power suppliers.

Historically, our power supply strategy has relied substantially on purchases of energy from other power suppliers. In 2005, we purchased approximately 56.7% of our energy requirements. These purchases consisted of a combination of purchases under long-term and short-term physically-delivered forward contracts and purchases of energy in the spot markets. Our reliance on energy purchases may continue well into the future and may increase as our member distribution cooperatives’ requirements for power increase. Our reliance on energy purchases also could increase because the operation of our generation facilities is subject to many risks, including the shutdown of our facilities or breakdown or failure of equipment.

Purchasing power helps us mitigate high fixed costs relating to the ownership of generating facilities but exposes us, and consequently our member distribution cooperatives, to significant market price risk because energy prices can fluctuate substantially. When we enter into long-term power purchase contracts or agree to purchase energy at a date in the future, we rely on models based on our judgments and assumptions of factors such as future demand for market prices of energy and the price of commodities, such as natural gas used to generate electricity. Our models become less reliable the further into the future that the estimates are made. Although we have engaged APM, an energy trading and risk management company, to assist us in developing strategies to meet our power requirements in the most economical manner and we have implemented a three-year hedging strategy to limit our exposure to variability in the market, we still may purchase energy at a price which is higher than our member distribution cooperatives’ competitors’ costs of generating energy or future market prices of energy.

Counterparties under power purchase arrangements may fail to perform their obligations to us.

Because we rely substantially on the purchase of energy from other power suppliers, we are exposed to the risk that counterparties will default in performance of their obligations to us. While we utilize APM to assist us in analyzing default risks of counterparties and other credit issues related to these purchases, defaults may still occur. Defaults may take the form of failure to physically deliver the purchased energy. If this occurs, we may be forced to enter into alternative contractual arrangements or purchase energy in the forward, short-term or spot markets at then-current market prices that may exceed the prices previously agreed to with the defaulting counterparty.

Changes in fuel and purchased power costs could increase our generating costs.

We are subject to changes in fuel costs, which could increase the cost of generating power and thus increase the cost to our member distribution cooperatives. The market prices for fuel may fluctuate over relatively short periods of time. Factors that could influence fuel costs are:

• Prevailing market prices for coal, natural gas, and fuel oil, and supplies of such commodities;

• Weather;

• Supply and demand;

• The availability of competitively priced alternative energy sources;

• The price of other fuels that are used to produce electricity, including natural gas, coal and crude oil;

• Energy transmission or natural gas transportation capacity constraints;

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• Federal, state and local energy and environmental regulation and legislation; and

• Natural disasters, war, terrorism, and other catastrophic events.

Adverse changes in our credit ratings could negatively impact our ability to access capital and may require us to provide credit support for some of our obligations.

Changes in our credit ratings could affect our ability to access capital. Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service (“Moody’s”), and Fitch Inc., currently rate our outstanding obligations issued under the Indenture at “A”, “A3”, and “A”, respectively. If these agencies were to downgrade our ratings, particularly below investment grade, we may be required to pay higher interest rates on financings, which we may decide to undertake in the future, and our potential pool of investors and funding sources could decrease. In addition, in limited circumstances, we have obligations to provide credit support if our obligations issued under the Indenture are rated below specified thresholds by S&P and Moody’s. These circumstances relate to lease and leaseback of our undivided interest in Clover Unit 1 and some of our purchases of power in the market. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Contingent Obligations” in Item 7.

To the extent that we would have to provide additional credit support as a result of a downgrade in our credit ratings, our ability to access additional credit may be limited and our liquidity, including our ability to service our outstanding indebtedness, may be materially impaired.

We are subject to risks associated with owning an interest in a nuclear generation facility.

We have an 11.6% undivided ownership interest in North Anna which provided approximately 14.0% of our energy requirements in 2005. Ownership of an interest in a nuclear generating facility involves risks, including:

• potential liabilities relating to harmful effects on the environment and human health resulting from the operation of the facility and the storage, handling and disposal of radioactive materials;

• significant capital expenditures relating to maintenance, operation and repair of the facility, including repairs required by the NRC;

• limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with operation of the facility; and

• uncertainties regarding the technological and financial aspects of decommissioning a nuclear plant at the end of its licensed life.

The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of North Anna. If the facility is not in compliance, the NRC may impose fines or shut down one or both units until compliance is achieved or both depending upon its assessment of the situation. Revised safety requirements issued by the NRC have, in the past, necessitated substantial capital expenditures at other nuclear generating facilities. In addition, although we have no reason to anticipate a serious nuclear incident at North Anna, if an incident did occur, it could have a material but presently undeterminable adverse effect on our operations or financial condition. Further, any unexpected shut down at North Anna as a result of regulatory non-compliance or unexpected maintenance will require us to purchase replacement energy. We can buy this replacement power either from Virginia Power under the OPSA or the market. See “Power Supply Resources—Power Purchase Contracts.”

Environmental regulation may limit our operations.

We are required to comply with numerous federal, state and local laws and regulations relating to the protection of the environment. While we believe that we have obtained all material environmental-related approvals

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currently required to own and operate our facilities or that these approvals have been applied for and will be issued in a timely manner, we may incur significant additional costs because of compliance with these requirements. Failure to comply with environmental laws and regulations could have a material effect on us, including potential civil or criminal liability and the imposition of fines or expenditures of funds to bring our facilities into compliance. Delay in obtaining or failure to obtain and maintain in effect any environmental approvals, or delay or failure to satisfy any applicable environmental regulatory requirements, operation of our existing facilities or sale of energy from these facilities or could result in significant additional cost to us.

Our financial condition is largely dependent upon our members.

Our financial condition is largely dependent upon our member distribution cooperatives satisfying their obligations under the “all-requirements” wholesale power contract that each has executed with us. The wholesale power contract requires our member distribution cooperatives to pay us for power furnished to them in accordance with our FERC formulary rate, which is designed to permit us to recover our total cost of service and create a firm equity base. Our board of directors, which is composed of representatives of our members, can approve changes in the rates we charge to our member distribution cooperatives without seeking FERC approval (with one minor exception). In 2005, 61% of our revenues were received from our three largest members, NOVEC, Rappahannock Electric Cooperative and Delaware Electric Cooperative.

Since January 2005, we have been involved in litigation with NOVEC, our largest member, regarding our potential reorganization and NOVEC’s desire to change the nature of its wholesale power contract to partial-requirements. While we cannot predict the ultimate resolution of these matters, we will not amend or modify the wholesale power contract in any way that could adversely affect our financial condition or that of our member distribution cooperatives.

The use of hedging instruments could impact our liquidity.

We use hedging instruments, including forwards, futures, financial transmission rights, and options, to manage our market price risk. These hedging instruments generally include collateral requirements that require us to deposit funds or post letters of credit with counterparties when a counterparty’s credit exposure to us is in excess of agreed upon credit limits. When commodity prices decrease to levels below the levels where we have hedged future costs, we may be required to use a material portion of our cash or liquidity facilities to cover these collateral requirements. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Price Risk” in Item 7A.

Failure to maintain our tax-exempt status could result in tax liabilities.

To maintain our tax-exempt status under the Internal Revenue Code, as amended, we must receive at least 85% of our gross receipts from our members. Currently, we have significant non-member receipts, including investment interest, interest from deposits associated with two long-term lease transactions related to our 50% interest in Clover, and gains related to financial hedges. If in any given year, our member receipts are less than 85% of our gross receipts, we would become a taxable entity for that year and may incur a tax liability.

Our ability to maintain our tax-exempt status is dependent upon many factors. Several of these factors are outside our control, such as interest rates and the effect of weather on power sales. In addition, a decrease in member revenues resulting from the effect of retail competition also could cause us to lose our tax-exempt status. We regularly monitor the level of our non-member gross receipts to assist us in taking actions to preserve our tax-exempt status. Our member receipts in each year have been in excess of 85% of our total gross receipts.

Our member distribution cooperatives are subject to market competition.

Virginia, Delaware and Maryland each have deregulated the power component of electric service. In general, these states’ restructuring legislation permits our member distribution cooperatives’ customers to purchase electricity from an alternate supplier while our member distribution cooperatives continue to provide distribution

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services to all consumers of electricity located in their certificated service territories. The percentage of our member distribution cooperatives’ customers that can choose an alternate power supplier is approximately 99.7%. To date, no customer of our member distribution cooperatives has selected an alternate supplier of power. The competitive retail market has been slow to develop and therefore it is difficult to predict the pace at which a competitive environment will evolve and the impact on us or our member distribution cooperatives. See “Business—Regulation—Competition” in Item 1 above.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

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ITEM 2. PROPERTIES

Our principal properties consist of our interest in five electric generating facilities, additional distributed generation facilities across our member distribution cooperatives’ service territories and a small amount of transmission facilities. All of our physical properties are subject to the lien of our Indenture. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Future Issues – Restated Indenture” in Item 7. Our generating facilities consist of the following:

Name of Facility	Ownership Interest		Location	Primary Fuel	Commercial Operation Date	Net Capacity Entitlement(3)
Clover	50.0	%(1)	Halifax County, Virginia	Coal	Unit 1 – 10/1995 Unit 2 – 03/1996	220.5 MW 220.5 MW
						441.0 MW
North Anna	11.6	%	Louisa County, Virginia	Nuclear	Unit 1 – 06/1978(4) Unit 2 – 12/1980(4)	107 MW 107 MW 214 MW
Louisa	100.0	%	Louisa County, Virginia	Natural Gas	Unit 1 – 06/2003 Unit 2 – 06/2003 Unit 3 – 06/2003 Unit 4 – 06/2003 Unit 5 – 06/2003	84 MW 84 MW 84 MW 84 MW 168 MW
						504 MW
Marsh Run	100.0	%	Fauquier County, Virginia	Natural Gas	Unit 1 – 09/2004 Unit 2 – 09/2004 Unit 3 – 09/2004	168 MW 168 MW 168 MW
						504 MW
Rock Springs	50.0	%(2)	Cecil County, Maryland	Natural Gas	Unit 1 – 06/2003 Unit 2 – 06/2003	168 MW 168 MW
						336 MW
Distributed generation	100.0	%	Multiple	Diesel	10 units – 07/2002	20 MW
					Total	2,019 MW

⁽¹⁾ Our interest in Clover is subject to long-term leases. See “Clover” below.

⁽²⁾ We own 100% of two units, each with a net capacity rating of 168 MW, and 50% of the common facilities for the facility. See “Combustion Turbine Facilities—Rock Springs” below.

⁽³⁾ Represents our entitlement to the maximum dependable capacity, which does not represent actual usage.

⁽⁴⁾ We purchased our 11.6% undivided ownership interest in North Anna in December 1983.

Clover

Virginia Power, as the co-owner of Clover, is responsible for operating Clover and procuring and arranging for the transportation of the fuel required to operate Clover. See “Power Supply Resources—Fuel Supply—Coal” in Item 1. We are responsible for and must fund half of all additions and operating costs associated with Clover, as well as half of Virginia Power’s administrative and general expenses for Clover. Under the terms of the Clover operating agreement, Old Dominion and Virginia Power each take half of the power produced by Clover.

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Lease of Clover Unit 1

In March 1996, we entered into a lease with an owner trust for the benefit of an investor in which we leased our interest in Clover Unit 1, subject to the lien of the Indenture, for a term extendable by the owner trust up to the full productive life of Clover Unit 1, and simultaneously entered into an approximately 21.8 year lease of the interest back to us. Because we may cause the release of the lien of the Indenture, the interest of the owner trust in Clover Unit 1 may no longer be subject and subordinate to the lien of the Indenture in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Issues—Restated Indenture” in Item 7 for a discussion of the possible release of the lien of the Indenture. We have provided for substantially all of our periodic basic rent payments under the lease by investing in obligations issued or insured by entities, the claims paying ability or senior debt obligations of which are rated “AAA” by S&P and “Aaa” by Moody’s. The lease to us contains events of default, which, if they occur, could result in termination of the lease, and, consequently, our loss of possession and right to the output of Clover Unit 1.

At the end of the term of the leaseback, we have three options: (1) retain possession of the interest in the unit by paying a fixed purchase price to the owner trust, (2) return possession of the interest to the owner trust and arrange for an acceptable third party to enter into a power purchase agreement with the owner trust, or (3) return possession of the interest and pay a termination amount to the owner trust. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Off-Balance Sheet Arrangements—Clover Leases” in Item 7 for a discussion of our obligations at the end of the term of the leaseback of Clover Unit 1 and sources of funding for these obligations.

Lease of Clover Unit 2

In July 1996, we entered into another lease subject to the lien of the Indenture with an owner trust for the benefit of a different investor of our interest in Clover Unit 2 and related common facilities for a term extendable by the owner trust up to the full productive life of Clover Unit 2. We simultaneously entered into an approximately 23.4 year lease back of the interest. Because we may cause the release of the lien of the Indenture, the interest of the owner trust in Clover Unit 2 may no longer be subject and subordinate to the lien of the Indenture in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Issues—Restated Indenture” in Item 7 for a discussion of the possible release of the lien of the Indenture. We have provided for all of our periodic basic rent payments under the lease by investing in obligations issued or insured by entities, the claims paying ability or senior debt obligations of which are rated “AAA” by S&P and “Aaa” by Moody’s. As with the Clover Unit 1 lease, the leaseback of Clover Unit 2 contains events of default, which could result in termination of the lease and loss of possession and right to the output of the unit.

In connection with this lease, we granted a subordinated lien and security interest in Clover Unit 2 to secure our obligations under the lease and our reimbursement obligation to an insurer for its payments under a surety bond securing some of our payment obligations under the lease. This subordinated lien and security interest will be required to be released prior to the date of the release of the lien of the Indenture in connection with its amendment and restatement unless the holders of obligations issued under the Indenture are equally and ratably secured with respect to the assets subject to the lease. After that date, the interest of the owner trust would no longer be subject and subordinate to the lien of the Indenture. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Issues—Restated Indenture” in Item 7 for a discussion of the possible amendment and restatement of the Indenture.

At the end of the term of the leaseback, we may either (1) retain possession of the interest in the unit by paying a fixed purchase price to the owner trust, or (2) return possession of the interest to the owner trust and arrange for an acceptable third party to enter into a power purchase agreement with the owner trust. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Off-Balance Sheet Arrangements—Clover Leases” in Item 7 for a discussion of our obligations at the end of the term of the leaseback of Clover Unit 2 and sources of funding for these obligations.

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North Anna

Virginia Power, as the co-owner of North Anna, is responsible for operating North Anna. Virginia Power also has the authority and responsibility to procure nuclear fuel for North Anna. See “Fuel Supply—Nuclear” in Item 1. We are entitled to 11.6% of the power generated by North Anna. Additionally, we are responsible for and must fund 11.6% of all post-acquisition date additions and operating costs associated with North Anna, as well as a pro-rata portion of Virginia Power’s administrative and general expenses directly attributable to North Anna. We are obligated to fund these items. In addition, we separately fund our pro-rata portion of the decommissioning costs of North Anna. Old Dominion and Virginia Power also bear pro-rata any liability arising from ownership of North Anna, except for liabilities resulting from the gross negligence of the other.

Combustion Turbine Facilities

Louisa

The Louisa facility is currently operated by PIC Energy Services, Inc. (“PIC”) pursuant to a labor hour contract. PIC supplied all services, goods and materials required to operate the facility, other than natural gas and No. 2 distillate fuel oil through December 31, 2005, under a service agreement. We arrange for the transportation and supply of the natural gas and No. 2 distillate fuel oil required by the facility. We are in the process of transitioning the operation and maintenance of the Louisa facility to our own personnel. As of January 15, 2006, we began supplying the goods and materials and we anticipate that the transition will be complete by the end of the second quarter of 2006.

Marsh Run

The Marsh Run facility is currently operated by PIC under the same labor hour agreement that we entered into for the operation and maintenance of the Louisa facility. PIC supplied all services, goods and materials required to operate that facility, other than natural gas and No. 2 distillate fuel oil through December 31, 2005, under a service agreement. We arrange for the transportation and supply of the natural gas and No. 2 distillate fuel oil required by this facility. We are in the process of transitioning the operation and maintenance of the Marsh Run facility to our own personnel. As of January 15, 2006, we began supplying the goods and materials and we anticipate that the transition will be complete by the end of the second quarter of 2006.

Rock Springs

The Rock Springs facility was developed together with another participant, CED Rock Springs, LLC (“ConEd”). Old Dominion and ConEd each individually own two units (a total of 336 MWs each) and 50% of the common facilities. Additionally, Old Dominion and ConEd each individually dispatch its units as it determines to be necessary and prudent. The facility is currently permitted to allow two additional 168 MW combustion turbines to be installed at the site for a total site capacity of 1,008 MW. No plans currently exist to expand the capacity at the site at this time.

The Rock Springs facility is operated and maintained by CED Operating Co., LLP, an affiliate of ConEd, pursuant to a service agreement under which CED Operating Co., LLP, supplies all services, goods and materials, other than natural gas, required to operate the facility. We are responsible for all costs associated with the development, construction, additions and operating costs and administrative and general expenses relating to our two units and the proportional share of the costs relating to the common facilities for Rock Springs.

We arrange for the transportation of the natural gas required by the operator for all units at Rock Springs and arrange for the supply of natural gas to our units only.

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Distributed Generation Facilities

We installed the generators primarily to enhance our system’s reliability. Four diesel generators service our member distributions cooperatives’ in the Virginia mainland territory and six diesel generators service our member distribution cooperatives’ in the Delmarva Peninsula territory.

Transmission

We own two 1,100 foot 500 kilovolt (“kV”) transmission lines and a 500 kV substation at the Rock Springs site jointly with ConEd. As a transmission owner in PJM, we have relinquished control of these transmission facilities to PJM and contracted with third parties to operate and maintain the transmission facilities.

ITEM 3. LEGAL PROCEEDINGS

NOVEC

Over the past several years, we have had discussions and negotiations with NOVEC about changing the nature of its wholesale power contract from an all-requirements contract to a partial-requirements contract. Our board of directors is composed of representatives of our member distribution cooperatives and we must reach consensus among our member distribution cooperatives before any change to any of our wholesale power contracts can be made. Building a consensus for any change is difficult because any change in our rate setting methodology or provisions of service affects our various member distribution cooperatives differently.

On January 5, 2006, NOVEC filed a complaint with FERC pursuant to Section 206 of the Federal Power Act seeking reformation of its wholesale power contract. Specifically, NOVEC sought “to modify its [wholesale power contract] to allow NOVEC the flexibility to acquire power and energy over and above that available from NOVEC’s share of Old Dominion’s existing resources.” NOVEC claimed that the wholesale power contract’s terms were no longer just and reasonable or in the public interest because the contract was entered into in 1983, and amended and restated in 1992, prior to an allegedly different era of open transmission access and wholesale power markets. NOVEC stated in the complaint that it would not seek to be relieved of its obligations pertaining to its share of our existing power supply resources. Obligations pertaining to our existing resources include debt service, lease rentals, operation and maintenance expenses, interest coverage requirements and other costs and expenses related to our electric generating facilities and existing power purchase arrangements. On March 2, 2006, FERC denied NOVEC’s complaint. NOVEC has 30 days to file a request for reconsideration of its complaint with FERC.

We intend to continue to vigorously contest NOVEC’s claim and we will not amend or modify the wholesale power contract in any way that could adversely affect our financial condition or that of our other member distribution cooperatives.

Norfolk Southern

In April 1989, we entered into a coal transportation agreement with Norfolk Southern Railway Company (“Norfolk Southern”) for delivery of coal to Clover. The agreement, which was later assigned to Virginia Power as operator of Clover, had an initial 20-year term and provides that the amounts payable for coal transportation services are subject to adjustment based on a reference index. In October 2003, Norfolk Southern claimed that it had been using an incorrect reference index to calculate amounts due to it since the inception of the agreement, and that it would begin to escalate prices for these services in the future based on an alternate reference index. On November 26, 2003, together with Virginia Power, we filed suit against Norfolk Southern in the Circuit Court of Halifax County, Virginia, seeking an order to clarify the price escalation provisions in the coal transportation agreement. In its reply to our suit, Norfolk Southern filed a counter-claim and sought (1) recovery from Virginia Power and us for additional amounts resulting from its use of the alternate reference index since December 1, 2003, and (2) an order requiring the parties to calculate the amounts Norfolk Southern claims it was underpaid since the inception of the agreement by using the alternate reference index.

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On December 22, 2004, the court found in favor of Norfolk Southern on the issue of ambiguity and held that the price escalation provisions in the agreement were clear and unambiguous. The court later denied Virginia Power’s and our motion to file an amended complaint based on additional evidence that was not considered by the court in the original proceedings. The court permitted Virginia Power and us to file an amended answer to Norfolk Southern’s counter-claims and our amended answer was filed on March 4, 2005.

As of December 31, 2004, we recorded a liability related to the Norfolk Southern dispute and on March 8, 2005, our board of directors approved the creation of the related regulatory asset. The regulatory asset is being amortized over 21 months beginning April 1, 2005 and the amortization of the regulatory asset and the current period charges are being collected through rates. If it is ultimately determined that we owe any such amounts to Norfolk Southern, the amounts are not expected to have a material impact on our financial position or results of operations due to our ability to collect such amounts through rates to our member distribution cooperatives.

Ragnar Benson

In December 2002, we entered into a contract with Ragnar Benson, Inc. (“RBI”) for engineering, procurement and construction services relating to the construction of our Marsh Run combustion turbine facility. Construction of the facility began in April 2003 and the facility was required to be substantially complete in the second quarter of 2004. The facility ultimately became available for commercial operation on September 15, 2004, but is still not substantially complete according to the terms of the contract. On December 23, 2004, we terminated the contract with RBI for default and filed suit in the U.S. District Court for the Eastern District of Virginia, Richmond Division, against RBI seeking liquidated damages for delay in completion of the project up to $15.0 million and damages for breach of contract up to $5.0 million. RBI filed a counterclaim for damages exceeding $15.0 million related to conditions they claim to have encountered during construction. We filed an answer to RBI’s counterclaim denying any liability to RBI. During the discovery phase of the legal proceeding, RBI revised its claim from $15.0 million to $33.0 million.

On September 27, 2005, the U.S. District Court for the Eastern District of Virginia, Richmond Division, ruled on motions for partial summary judgment in our claims against RBI. Specifically, the court granted our motion for partial summary judgment pertaining to claims of entitlement to a change order and fraud allegations, it dismissed six of RBI’s counterclaims, including all counterclaims pertaining to fraud, and it limited our possible recovery of liquidated damages to the liquidated damages cap of approximately $4.7 million. The trial began October 11, 2005 and concluded October 26, 2005. During the trial, RBI revised its claim from $33.0 million to $36.0 million. The case is pending in the U.S. District Court for the Eastern District of Virginia, Richmond Division.

RBI and its parent companies, The Austin Company and Austin Holdings, Inc., filed for bankruptcy under Chapter 11 of the bankruptcy code on October 14, 2005. The automatic litigation stay was lifted for the case between RBI and Old Dominion.

On June 13, 2005, we executed an agreement with RBI’s surety, Seaboard Surety Company (“Seaboard”), under which it assumed all responsibilities for the final completion of the Marsh Run facility in accordance with the terms of the original agreement with RBI. Since RBI declared bankruptcy during the legal proceeding, we served a lawsuit against Seaboard on February 10, 2006, in order to enforce the eventual outcome of the suit with RBI..

We have reviewed the asserted claims of RBI and Seaboard and believe they are without merit. We do not believe any liability is estimable or probable and we intend to vigorously defend these claims. If it is ultimately determined that we owe any such amounts to RBI, the amounts are not expected to have a material impact on our financial position or results of operations due to our ability to collect such amounts through rates to our member distribution cooperatives.

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FERC Proceedings Related to Potential Reorganization

On October 5, 2004, we, together with New Dominion, filed an application at FERC requesting that FERC approve the assignment of our existing wholesale power contracts with our twelve member distribution cooperatives to New Dominion and accept certain changes to our cost-of-service formula to conform it for use by New Dominion for the billing of its sales to the member distribution cooperatives. See “Old Dominion Electric Cooperative—Potential Reorganization” in Item 1. On December 7, 2004, we filed an application for approval of a new tariff for sales to New Dominion, with charges determined under a cost allocation formula.

On October 26, 2004, Bear Island Paper Company, L.P. (“Bear Island”), a large industrial customer of one of our member distribution cooperatives, intervened in these FERC proceedings. On October 29, 2004, the VSCC also intervened in the FERC proceedings. The VSCC did not file arguments against the proposed reorganization and other changes but supported Bear Island’s request for a hearing. On January 14, 2005, NOVEC intervened in the FERC proceedings related to the proposed reorganization. See “Old Dominion Electric Cooperative—Northern Virginia Electric Cooperative” in Item 1 and “NOVEC” in Legal Proceedings above.

On March 8, 2005, FERC issued an order that set the proposed assignment of the wholesale power contracts for hearing on the limited issue of whether a recent Old Dominion credit downgrade could raise rates, and, if so, whether the downgrade is due to the proposed transaction. The hearing was conducted on October 18 through 20, 2005, and concluded on November 2, 2005. The initial decision was issued on February 2, 2006, and the judge ruled in our favor on all material issues. On March 6, 2006, NOVEC filed its exceptions to the initial decision and we have 20 days to respond to NOVEC’s exceptions.

On March 8, 2005, FERC issued a second separate order, in which FERC consolidated the applications for an amended cost-of-service formula for New Dominion’s sales to the member distribution cooperatives, and for the cost allocation formula for our sales to New Dominion, then accepted them for filing, suspended them (subject to refund) and set them for hearing and settlement procedures. We began settlement discussions in March 2005 regarding the formulary rate. On October 5, 2005, a joint motion to suspend the procedural schedule was filed as a result of progressing settlement discussions and on October 6, 2005, the motion was granted and the procedural schedule was suspended. On October 14, 2005, we filed an offer of partial settlement with Bear Island and the VSCC to settle all the issues in these FERC proceedings and on December 23, 2005, the judge issued a Certification of Contested Partial Settlement and recommended that FERC approve the settlement without modification.

Other

Other than the issues discussed above and certain other legal proceedings arising out of the ordinary course of business that management believes will not have a material adverse impact on our results of operations or financial condition, there is no other litigation pending or threatened against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Not Applicable

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data below present selected historical information relating to our financial condition and results of operations. The financial data for the five years ended December 31, 2005, are derived from our audited consolidated financial statements. You should read the information contained in this table together with our consolidated financial statements, the related notes to the consolidated financial statements, and the discussion of this information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.

	Year Ended December 31,
	2005			2004			2003			2002			2001
	(in thousands, except ratios)
Statement of Operations Data:
Operating Revenues	$	737,679		$	588,451		$	535,576		$	494,642		$	487,287
Operating Margin		68,196			61,615			57,941			43,983			44,895
Net Margin		12,109			12,134			12,056			9,996			8,440
Margins for Interest Ratio		1.22			1.25			1.31			1.20			1.21
	December 31,
	2005			2004			2003			2002			2001
	(in thousands, except ratios)
Balance Sheet Data:
Net Electric Plant	$	1,074,226		$	1,101,495		$	1,085,406		$	938,086		$	695,008
Investments		254,813			250,520			276,998			278,218			356,048
Other Assets		383,327			198,323			199,932			213,755			203,877
Total Assets	$	1,712,366		$	1,550,338		$	1,562,336		$	1,430,059		$	1,254,933
Capitalization:
Patronage Capital (1)	$	271,833		$	259,724		$	247,590		$	235,534		$	225,538
Accumulated Other Comprehensive (Loss)/Income		—			—			—			(10,911	)		398
Non-controlling Interest		25,062			8,225			—			—			—
Long-term Debt		832,980			852,910			873,041			750,682			625,232
Total Capitalization	$	1,129,875		$	1,120,859		$	1,120,631		$	975,305		$	851,168
Equity Ratio(2)		24.6	%		23.3	%		22.1	%		23.9	%		26.5	%

⁽¹⁾ In 2001, we retired $7.5 million of patronage capital.

⁽²⁾ Equity ratio equals patronage capital divided by the sum of our long-term debt and patronage capital.

Our Indenture obligates us to establish and collect rates for service to our member distribution cooperatives, which are reasonably expected to yield a margin for interest ratio for each fiscal year equal to at least 1.10, subject to any necessary regulatory or judicial approvals. The Indenture requires that these amounts, together with other moneys available to us, provide us moneys sufficient to remain in compliance with our obligations under the Indenture. We calculate the margins for interest ratio by dividing our margins for interest by our interest charges.

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Margins for interest under the Indenture equal:

• our net margins;

• plus revenues that are subject to refund at a later date which were deducted in the determination of net margins;

• plus non-recurring charges that may have been deducted in determining net margins;

• plus total interest charges (calculated as described below);

• plus income tax accruals imposed on income after deduction of total interest for the applicable period.

In calculating margins for interest under the Indenture, we factor in any item of net margin, loss, income, gain, earnings or profits of any of our affiliates or subsidiaries, only if we have received those amounts as a dividend or other distribution from the affiliate or subsidiary or if we have made a contribution to, or payment under a guarantee or like agreement for an obligation of, the affiliate or subsidiary. Any amounts that we are required to refund in subsequent years do not reduce margins for interest as calculated under the Indenture for the year the refund is paid.

Interest charges under the Indenture equal our total interest charges (other than capitalized interest) related to (1) all obligations under the Indenture, (2) indebtedness secured by a lien equal or prior to the lien of the Indenture, and (3) obligations secured by liens created or assumed in connection with a tax-exempt financing for the acquisition or construction of property used by us, in each case including amortization of debt discount and expense or premium.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Caution Regarding Forward Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward looking statements regarding matters that could have an impact on our business, financial condition, and future operations. These statements, based on our expectations and estimates, are not guarantees of future performance and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in the forward looking statements. These risks, uncertainties, and other factors include, but are not limited to, general business conditions, increased competition in the electric utility industry, changes in our tax status, demand for energy, federal and state legislative and regulatory actions and legal and administrative proceedings, changes in and compliance with environmental laws and policies, weather conditions, the cost of commodities used in our industry, and unanticipated changes in operating expenses and capital expenditures. Our actual results may vary materially from those discussed in the forward looking statements as a result of these and other factors. Any forward looking statement speaks only as of the date on which the statement is made, and we undertake no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which the statement is made even if new information becomes available or other events occur in the future.

Basis of Presentation

The accompanying financial statements reflect the consolidated accounts of Old Dominion Electric Cooperative (“Old Dominion” or “we” or “our”), its subsidiaries and TEC Trading, Inc. (“TEC”). See Note 1—Summary of Significant Accounting Policies in Note 1 in the Notes to the Consolidated Financial Statements in Item 8.

Overview

Old Dominion is a not-for-profit power supply cooperative owned entirely by its twelve member distribution cooperatives and a thirteenth member, TEC. We supply our member distribution cooperatives’ power requirements, consisting of capacity requirements and energy requirements, through a portfolio of resources including generating facilities, long-term and short-term physically-delivered forward power purchase contracts, and spot market purchases.

An event having significant effect on our financial results for the year ended December 31, 2005, was a delay encountered by Virginia Power in becoming a member of PJM and the resulting postponement of the transfer of operational control of its transmission facilities to PJM. On May 1, 2005, operational control of Virginia Power’s transmission facilities was transferred to PJM. Virginia Power had expected to become a member of PJM on January 1, 2005. With this transfer, all of our member distribution cooperatives’ capacity and energy requirements are now within the PJM control area and all of our generating facilities are under dispatch control of PJM.

Virginia Power anticipated becoming a member of PJM on January 1, 2005. Based on that expected schedule we purchased several forward energy contracts for delivery to the PJM control area beginning on that date for the purpose of serving the needs of our member distribution cooperatives on the Virginia mainland. Virginia Power did not join PJM and transfer operational control of its transmission facilities to PJM until May 1, 2005. Although we could have arranged for the energy under these forward energy contracts to be transmitted to our member distribution cooperatives, it was more economical to sell this energy to non-members and procure a similar amount of energy from other sources. As a result, our sales to non-members increased because we sold energy to the market that we had initially scheduled for delivery to the PJM control area. Relatedly, our purchased power expense also rose 38.1% for the year ended December 31, 2005, because we procured replacement energy outside of the PJM control area to serve these requirements.

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Our non-member revenues also increased as a result of the consolidation of TEC, our sole Class B member, in accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (“the Interpretation”). Under the Interpretation, revenues from sales by TEC are presented as non-member revenues effective January 1, 2005. Previously, our sales of energy to TEC were reflected as member revenues and TEC’s sales to third parties were not reflected in our financial statements.

Other factors impacting our financial results include changes in our power procurement strategies and increases in fuel costs and the market price of energy, which have impacted our purchased power costs. Additionally, as a result of these changes and increases, our derivative activity includes significant unrealized gains. Sales of energy to non-members increased as a result of our strategy to hedge a greater percentage of our exposure to spot market prices under purchasing arrangements. Also, our 2005 financial results were affected by the availability of our Marsh Run combustion turbine facility (“Marsh Run”) for commercial operation commencing in September 2004. As a result, our depreciation, amortization and decommissioning expense and fuel expense increased; and our interest charges, net increased because we ceased capitalizing interest with respect to the facility.

Critical Accounting Policies

The preparation of our financial statements in conformity with generally accepted accounting principles requires that our management make estimates and assumptions that affect the amounts reported in our financial statements. We base these estimates and assumptions on information available as of the date of the financial statements and they are not necessarily indicative of the results to be expected for the year. We consider the following accounting policies to be critical accounting policies due to the estimation involved in each.

Accounting for Rate Regulation

We are a rate-regulated entity and, as a result, are subject to the accounting requirements of Statement of Financial Accounting Standards (“SFAS”) No. 71, “Accounting for Certain Types of Regulation.” In accordance with SFAS No. 71, some of our revenues and expenses can be deferred at the discretion of our board of directors, which has budgetary and rate setting authority, if it is probable that these amounts will be refunded or recovered through our formulary rate in future years. Regulatory assets on our Consolidated Balance Sheet are costs that we expect to recover from our member distribution cooperatives based on rates approved by our board of directors in accordance with our formulary rate. Regulatory liabilities on our Consolidated Balance Sheet represent probable future reductions in our revenues associated with amounts that we expect to refund to our member distribution cooperatives based on rates approved by our board of directors in accordance with our formulary rate. See “—Factors Affecting Results—Formulary Rate” below. Regulatory assets are generally included in deferred charges and regulatory liabilities are generally included in deferred credits and other liabilities. We recognize regulatory assets and liabilities as expenses or as a reduction in expenses, concurrent with their recovery through rates.

Deferred Energy

In accordance with SFAS No. 71, we use the deferral method of accounting to recognize differences between our energy expenses and our energy revenues collected from our member distribution cooperatives. Deferred energy expense on our Consolidated Statement of Revenues, Expenses and Patronage Capital represents the difference between energy revenues and energy expenses. The deferred energy balance on our Consolidated Balance Sheet represents the net accumulation of any under- or over-collection of energy costs. Under-collected energy costs appear as an asset on our Consolidated Balance Sheet and will be collected from our member distribution cooperatives in subsequent periods through our formulary rate. Conversely, over-collected energy costs appear as a liability on our Consolidated Balance Sheet and will be refunded to our member distribution cooperatives in subsequent periods through our formulary rate.

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Margin Stabilization Plan

We have a Margin Stabilization Plan that allows us to review our actual capacity-related costs of service and capacity revenue as of year end and adjust revenues from our member distribution cooperatives to meet our financial coverage requirements and accumulate additional equity as required by our board of directors. Our formulary rate allows us to recover and refund amounts under the Margin Stabilization Plan. We record all adjustments, whether increases or decreases, in the year affected and allocate any adjustments to our member distribution cooperatives based on power sales during that year. We collect these increases from our member distribution cooperatives, or offset decreases against amounts owed by our member distribution cooperatives to us, in the succeeding calendar year. Each quarter we adjust revenues and accounts payable—members or accounts receivable, as appropriate, to reflect these adjustments. In 2005 and 2003, under our Margin Stabilization Plan, we reduced operating revenues by $13.3 million and $3.2 million, respectively, and increased accounts payable—members by the same amounts. There was no adjustment to operating revenues under our Margin Stabilization Plan in 2004.

Accounting for Asset Retirement Obligations

We adopted SFAS No. 143 “Accounting for Asset Retirement Obligations” effective January 1, 2003. SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. In the absence of quoted market prices, we estimate the fair value of our asset retirement obligations using present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using its credit-adjusted risk-free rate. Asset retirement obligations currently reported on our Consolidated Balance Sheet were measured during a period of historically low interest rates. The impact on measurements of new asset retirement obligations using different rates in the future, may be significant.

A significant portion of our asset retirement obligations relates to the future decommissioning of North Anna. At December 31, 2005, North Anna’s nuclear decommissioning asset retirement obligation totaled $44.7 million, which represented approximately 91.6% of our total asset retirement obligations. Because of its significance, the following discussion of critical assumptions inherent in determining the fair value of asset retirement obligations relates to those associated with our nuclear decommissioning obligations.

We obtain from third-party experts periodic site-specific “base year” cost studies in order to estimate the nature, cost and timing of planned decommissioning activities for North Anna. These cost studies are based on relevant information available at the time they are performed; however, estimates of future cash flows for extended periods are by nature highly uncertain and may vary significantly from actual results. In addition, these estimates are dependent on subjective factors, including the selection of cost escalation rates, which we consider to be a critical assumption. These studies were last performed in 2002 and new studies will be performed in 2006.

We determine cost escalation rates, which represent projected cost increases over time, due to both general inflation and increases in the cost of specific decommissioning activities. The weighted average cost escalation rate used was 3.27%. The use of alternative rates would have been material to the liabilities recognized. For example, had we increased the cost escalation rate by 0.5% to 3.77%, the amount recognized as of December 31, 2005, for our asset retirement obligations related to nuclear decommissioning would have been $9.9 million higher.

Accounting for Derivative Contracts

We primarily purchase power under both long-term and short-term physically-delivered forward contracts to supply power to our member distribution cooperatives under our wholesale power contracts with them. See “Wholesale Power Contracts” in Item 1. These forward purchase contracts meet the accounting definition of a derivative; however, a majority of the forward purchase derivative contracts qualify for the normal purchases/normal sales exception under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities.” As a result, these contracts are not recorded at fair value. We record a liability and purchased power expense when the power under the forward physical delivery contract is delivered. We also purchase natural gas futures generally for three

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years or less to hedge the price of natural gas for the operation of our combustion turbine facilities and for use as a basis in determining the price of power in certain forward power purchase agreements. These derivatives do not qualify for the normal purchases/normal sales accounting exception.

For all derivative contracts that do not qualify for the normal purchases/normal sales accounting exception, we may elect cash flow hedge accounting in accordance with SFAS No. 133. Accordingly, gains and losses on derivative contracts are deferred into Other Comprehensive Income until the hedged underlying transaction occurs or is no longer likely to occur. For derivative contracts where hedge accounting is not utilized, or for which ineffectiveness exists, we defer all remaining gains and losses on a net basis as a regulatory asset or liability in accordance with SFAS No. 71. These amounts are subsequently reclassified as purchased power or fuel expense in our Consolidated Statements of Revenues, Expenses, and Patronage Capital as the power or fuel is delivered and/or the contract settles.

Generally, derivatives are reported on the Consolidated Balance Sheet at fair value. The measurement of fair value is based on actively quoted market prices, if available. Otherwise, we seek indicative price information from external sources, including broker quotes and industry publications. For individual contracts, the use of differing assumptions could have a material effect on the contract’s estimated fair value.

Factors Affecting Results

Formulary Rate

Our power sales are comprised of two power products – energy and capacity (also referred to as demand). Energy is the physical electricity delivered through the transmission and distribution facilities to customers. We must have sufficient committed energy available to us for delivery to our member distribution cooperatives to meet their maximum energy needs at any time, with limited exceptions. This committed available energy at any time is referred to as capacity.

The rates we charge our member distribution cooperatives for sales of energy and capacity are determined by a formulary rate accepted by FERC which is intended to permit collection of revenues which will equal the sum of:

• all of our costs and expenses;

• 20% of our total interest charges; and

• additional equity contributions approved by our board of directors.

The formulary rate has three main components: a demand rate, a base energy rate and a fuel factor adjustment rate. The formulary rate identifies the cost components that we can collect through rates, but not the actual amounts to be collected. With one minor exception, we can change our rates periodically to match the costs we have incurred and we expect to incur without seeking FERC approval.

Energy costs, which are primarily variable costs, such as nuclear, coal and natural gas fuel costs and the energy costs under our power purchase contracts with third parties, are recovered through the two separate rates, the base energy rate and the fuel factor adjustment rate. The base energy rate is a fixed rate that requires FERC approval prior to adjustment. However, to the extent the base energy rate over- or under-collects all of our energy costs, we refund or collect the difference through a fuel factor adjustment rate. We review our energy costs at least every six months to determine whether the base energy rate and the current fuel factor adjustment rate together are adequately recovering our actual and anticipated energy costs, and revise the fuel factor adjustment rate accordingly. Since the fuel factor adjustment rate can be revised without FERC approval, we can effectively change our total energy rate to recover all our energy costs without seeking the approval of FERC.

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Capacity costs, which are primarily fixed costs, such as depreciation expense, interest expense, administrative and general expenses, capacity costs under power purchase contracts with third parties, transmission costs, and our margin requirements and additional amounts approved by our board of directors are recovered through our demand rate. The formulary rate allows us to change the actual demand rate we charge as our capacity related costs change, without seeking FERC approval, with the exception of decommissioning cost, which is a fixed number in the formulary rate that requires FERC approval prior to any adjustment. Our demand rate is revised automatically to recover the costs contained in our budget and any revisions made by our board of directors to our budget.

Recognition of Revenue

Our operating revenues on our Consolidated Statement of Revenues, Expenses and Patronage Capital reflect the actual capacity-related costs we incurred plus the energy costs that we collected during each calendar quarter and at year-end. Estimated capacity-related costs are collected during the period through the demand component of our formulary rate. In accordance with our Margin Stabilization Plan, these costs, as well as operating revenues, are adjusted at the end of each reporting period to reflect actual costs incurred during that period. See “—Critical Accounting Policies—Margin Stabilization Plan.” Estimated energy costs are collected during the period through the base energy rate and the fuel factor adjustment rate. Energy costs and operating revenues are not adjusted at the end of each reporting period to reflect actual costs incurred during that period. The difference between actual energy costs incurred and energy costs collected during each period is recorded as deferred energy expense. See “—Critical Accounting Policies—Deferred Energy.”

We bill energy to each of our member and non-member customers based on the total megawatt-hours (“MWh”) delivered to them each month. We bill capacity to each of our member distribution cooperatives based on its requirement for energy during the hour of the month when the need for energy among all of the consumers in the Virginia mainland or the Delmarva Peninsula, as applicable, is highest, measured in megawatts (“MW”).

Consumers’ Requirements for Power

Growth in the number of consumers and growth in consumers’ requirements for power significantly affect our member distribution cooperatives’ consumers’ requirements for power. Factors affecting our member distribution cooperatives’ consumers’ requirements for power include weather, as well as the amount, size, and usage of electronics and machinery and the expansion of operations among their commercial and industrial customers.

Weather

Weather affects the demand for electricity. Relatively higher or lower temperatures tend to increase the demand for energy to use air conditioning and heating systems. Mild weather generally reduces the demand because heating and air conditioning systems are operated less.

Power Supply Resources

Market forces influence the structure of new power supply contracts into which we enter. We satisfy the majority of our member distribution cooperatives’ capacity and energy requirements through our ownership interests in Clover, North Anna, Louisa, Marsh Run, and Rock Springs, and we purchase power under long-term and short-term physically-delivered forward contracts and in the spot market to supply the remaining needs of our member distribution cooperatives.

Our operating expenses are significantly affected by the extent to which we purchase power and, relatedly, the availability of our base load generating facilities, Clover and North Anna. Base load generating facilities, particularly nuclear power plants such as North Anna, generally have relatively high fixed costs. Nuclear facilities operate with relatively low variable costs due to lower fuel costs and technological efficiencies. In addition, coal-

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fired facilities have relatively low variable costs, as compared to combustion turbine facilities such as Louisa, Marsh Run and Rock Springs. Owners of nuclear and other power plants incur the embedded fixed costs of these facilities whether or not the units operate. When either Clover or North Anna is off-line, we must purchase replacement energy from either Virginia Power or from the market. As a result, our operating expenses, and consequently our rates to our member distribution cooperatives, are significantly affected by the operations of Clover and North Anna rather than our combustion turbine facilities. Our combustion turbine facilities have relatively low fixed costs and greater operational flexibility; however, they are more expensive to operate and, as a result, we will operate them only when the market price of energy makes their operation economical. The output of Clover and North Anna for the past three years as a percentage of maximum dependable capacity rating of the facilities was as follows:

	Clover						North Anna
	Year Ended December 31,						Year Ended December 31,
	2005		2004		2003		2005		2004		2003
Unit 1	86.7	%	82.2	%	86.6	%	99.9	%	91.3	%	80.5	%
Unit 2	80.7		92.2		81.4		91.3		91.7		90.4
Combined	83.7		87.2		84.0		95.6		91.5		85.5

Clover

Clover Unit 1 was off-line nine days in 2005, 37 days in 2004, and 20 days in 2003 for scheduled maintenance. It experienced no major unscheduled maintenance outages during these periods. Clover Unit 1 was off-line for approximately eight days for minor unscheduled outages during 2005.

Clover Unit 2 was off-line 34 days in 2005, five days in 2004, and 36 days in 2003 for scheduled maintenance. It experienced no major unscheduled maintenance outages during these periods. Clover Unit 2 was off-line for approximately nine days for minor unscheduled outages during 2005.

On May 1, 2005, operational control of Virginia Power’s transmission facilities was transferred to PJM. With that transfer, all of our member distribution cooperatives’ capacity and energy requirements are now within the PJM control area and our generating facilities are now under dispatch control of PJM. Accordingly, Clover Units 1 and 2 are operated pursuant to PJM dispatching requirements. During 2005, Clover Units 1 and 2 were dispatched less by PJM than they were by Virginia Power in prior years. When our generating facilities are dispatched less, we purchase more power to meet the needs of our member distribution cooperatives.

North Anna

North Anna Unit 1 experienced minor unscheduled outages during 2005. North Anna Unit 1 was off-line 24 days in 2004 for a scheduled refueling outage. North Anna Unit 1 was off-line 55 days in 2003 for a scheduled refueling outage and the replacement of the reactor vessel head. During 2003, North Anna Unit 1 also experienced an unscheduled ten-day outage.

North Anna Unit 2 experienced minor unscheduled outages during 2005. North Anna Unit 2 was off-line for 28 days in 2005 and 28 days in 2004 for a scheduled refueling outage. North Anna Unit 2 was off-line 33 days in 2003 for a scheduled refueling outage and the replacement of the reactor vessel head.

Combustion turbine facilities

During 2005, the operational availability of our Louisa, Marsh Run, and Rock Springs combustion turbine facilities was 98.2%, 97.4%, and 95.8%, respectively. During 2004, the operational availability of our Louisa, Marsh Run, and Rock Springs combustion turbine facilities was 96.8%, 90.5%, and 96.5%, respectively.

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Margins

We operate on a not-for-profit basis and, accordingly, seek to generate revenues sufficient to recover our cost of service and produce margins sufficient to establish reasonable reserves, meet financial coverage requirements, and accumulate additional equity required by our board of directors. Revenues in excess of expenses in any year are designated as net margins in our Consolidated Statements of Revenues, Expenses and Patronage Capital. We designate retained net margins in our Consolidated Balance Sheets as patronage capital, which we assign to each of our members on the basis of its class of membership and business with us. Any distributions of patronage capital are subject to the discretion of our board of directors and restrictions contained in our Indenture.

Indenture Rate Covenant

Under the Indenture, we are required, subject to any necessary regulatory or judicial approvals, to establish and collect rates reasonably expected to yield margins for interest for each fiscal year equal to at least 1.10 times our total interest charges for the fiscal year. The Indenture requires that these amounts, together with other moneys available to us, provide us moneys sufficient to remain in compliance with our obligations under the Indenture. See Item 6, “Selected Financial Data” for a description of the calculations of margins for interest and interest charges under the Indenture, and “—Future Issues—Restated Indenture” in this Item 7 for a discussion of the effect of a possible amendment and restatement of the Indenture.

Tax Status

To maintain our tax-exempt status under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), we must receive at least 85% of our gross receipts from our members. The major components of our non-member receipts include:

• investment interest;

• interest from deposits associated with two long-term lease transactions related to Clover;

• sales of excess power to non-members; and

• gains related to financial hedging transactions.

If, in any given year, our member receipts are less than 85% of our gross receipts, we would become a taxable entity in that year, and may incur a tax liability. Our ability to maintain a tax-exempt status is dependent upon many factors, several of which are outside of our control, such as weather-related power sales and interest rates. A decrease in member revenues resulting from the effect of retail competition could also cause us to lose our tax-exempt status. See “—Competition and Changing Regulations” in Item 1. We regularly monitor the level of our member and non-member gross receipts to assist us in making adjustments to attempt to preserve our tax-exempt status. Our member receipts in each year have been in excess of 85% of total gross receipts.

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Results of Operations

Operating Revenues

Operating revenues are derived from power sales to our members and non-members. Sales to members include sales to our Class A members, which are our twelve distribution cooperative members, and, for 2004 and 2003, sales to our single Class B member, TEC. Our operating revenues by type of purchaser for the past three years were as follows:

	Year Ended December 31,
	2005		2004		2003
	(in thousands)
Member revenues:
Member distribution cooperatives	$	657,022	$	564,624	$	511,496
TEC		—		18,890		14,310
Total Member revenues		657,022		583,514		525,806
Non-member revenues		80,657		4,937		9,770
Total Revenues	$	737,679	$	588,451	$	535,576

In accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” (the “Interpretation”), TEC was considered a variable interest entity for which Old Dominion was the primary beneficiary. Beginning in 2005, the income statement of TEC is consolidated and the inter-company revenues and expenses are eliminated in consolidation. Beginning January 1, 2005, we reported no sales to TEC because TEC is now consolidated as a result of the adoption of the Interpretation. TEC’s sales to third parties are reflected as non-member revenues.

Sales to Member Distribution Cooperatives

Revenues from sales to our member distribution cooperatives are a function of our formulary rate for sales of power to our member distribution cooperatives and our member distribution cooperatives’ consumers’ requirements for power. Our formulary rate is based on our cost of service in meeting these requirements. See “—Factors Affecting Results—Formulary Rate.”

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Our revenues from sales to our member distribution cooperatives by formulary rate component, energy sales to our member distribution cooperatives, and average costs to our member distribution cooperatives per MWh for the past three years were as follows:

	Year Ended December 31,
	2005		2004		2003
	(in thousands)
Revenues from sales to member distribution cooperatives:
Base energy revenues	$	200,993	$	189,897	$	176,037
Fuel factor adjustment revenues		232,345		141,795		110,079
Total energy revenues		433,338		331,692		286,116
Demand (capacity) revenues		223,684		232,932		225,380
Total revenues from sales to member distribution cooperatives	$	657,022	$	564,624	$	511,496
Energy sales to member distribution cooperations (in MWh)		11,191,729		10,518,241		9,716,029
Average costs to member distribution cooperatives (per MWh)(1)	$	58.71	$	53.68	$	52.64

⁽¹⁾ Our average costs to our member distribution cooperatives is based on the blended cost of power from all of our power supply resources.

2005 Compared to 2004

Total revenues from sales to our member distribution cooperatives for the year ended December 31, 2005, increased $92.4 million, or 16.4%, as compared to the same period in 2004, primarily as a result of higher energy rates and increased sales of energy.

Our total energy rate (including our base energy rate and our fuel factor adjustment rate) was 22.8% higher, on a per MWh basis, for the year ended December 31, 2005, as compared to the same period in 2004. Due to continued higher energy costs in 2005, we increased our fuel factor adjustment rate effective April 1, 2005, resulting in an increase to our total energy rate of approximately 14.6%. During 2005, energy costs continued to rise and we increased our fuel factor adjustment rate effective October 1, 2005, resulting in an increase to our total energy rate of approximately 8.1%.

Sales volumes increased approximately 6.4% as a result of colder weather experienced by customers of our member distribution cooperatives in March of 2005 as compared to the same period in 2004, and warmer weather in June through September 2005 as compared to the same period in 2004, which created a greater requirement for power to operate heating and air conditioning systems.

The capacity costs we incurred, and thus the capacity-related revenues we reflected, for the year ended December 31, 2005, as compared to the same period in 2004, decreased $9.2 million, or 4.0%, primarily as a result of lower demand costs incurred in 2005.

Our average costs per MWh to member distribution cooperatives increased $5.03 per MWh, or 9.4%, for the year ended December 31, 2005, as compared to the same period in 2004, as a result of the increase in our total energy rate, partially offset by the increase in sales volumes.

2004 Compared to 2003

Total revenues from sales to our member distribution cooperatives for the year ended December 31, 2004, increased $53.1 million, or 10.4%, as compared to the same period in 2003, primarily as a result of increased sales of energy and higher energy rates.

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Sales volumes increased approximately 8.3% as a result of colder weather experienced by customers of our member distribution cooperatives in January, February and November 2004 as compared to the same period in 2003, and warmer weather in May, June, July and September 2004 as compared to the same period in 2003, which created a greater requirement for power to operate heating and air conditioning systems.

Our total energy rate (including our base energy rate and our fuel factor adjustment rate) was 7.1% higher for the year ended December 31, 2004, as compared to the same period in 2003. Due to higher energy costs in the first quarter of 2004 and projected higher than previously anticipated energy costs for the remainder of 2004, we increased our fuel factor adjustment rate effective April 1, 2004, resulting in an increase to our total energy rate of approximately 15.6% and due to anticipated continued rising energy costs for the remainder of 2004 and into 2005, on October 12, 2004, we increased our fuel factor adjustment rate effective October 1, 2004, resulting in an increase to our total energy rate of approximately 6.3% effective October 1, 2004. We had decreased our fuel factor adjustment rate effective January 1, 2004, anticipating that a lower total energy rate combined with the December 31, 2003, $13.6 million over-collected deferred energy balance would adequately recover our future energy costs.

The capacity costs we incurred, and thus the capacity-related revenues we reflected, for the year ended December 31, 2004, as compared to the same period in 2003, increased $7.6 million, or 3.4%, primarily as a result of higher capacity-related purchased power expenses. See “—Operating Expenses” for a discussion of purchased power expense.

Our average costs per MWh to member distribution cooperatives increased $1.04 per MWh, or 2.0%, for the year ended December 31, 2004, as compared to the same period in 2003, as a result of the increase in our total energy rate, partially offset by the increase in sales volumes.

Sales to TEC

In accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” (the “Interpretation”), TEC is considered a variable interest entity for which Old Dominion was the primary beneficiary. Beginning in 2005, the income statement of TEC was consolidated and the inter-company revenues and expenses were eliminated in consolidation. Beginning January 1, 2005, we reported no sales to TEC because TEC was consolidated as a result of the adoption of the Interpretation. TEC’s sales to third parties are reflected as non-member revenues. Prior to January 1, 2005, sales to TEC consisted primarily of sales of excess energy that we did not need to meet the requirements of our member distribution cooperatives. We sold the portion of this energy that could not be utilized by our member distribution cooperatives to TEC for resale into the market, or to non-members. We refer to this energy as excess energy. These sales were $4.6 million higher in 2004 than in 2003 as a result of more excess purchased energy during the fourth quarter of 2004 as compared to 2003. Energy sales in MWh to TEC for 2004 and 2003 were 481,699 and 291,653, respectively.

Sales to Non-Members

Sales to non-members consist of sales of excess purchased energy and sales of excess generated energy. We primarily sell excess purchased energy to PJM. Prior to May 1, 2005, we also sold excess energy from Clover to Virginia Power pursuant to the requirements of the Clover operating agreement. Beginning in 2005, TEC’s sales to third parties are also reflected as sales to non-members. Non-member revenue increased by $75.7 million over the same period in 2004. The increase in non-member revenue is primarily due to an increase in the volume of excess energy sales and an increase in the prices at which we sold excess energy to non-members. Excess energy, which is sold to third parties, is the result of changes in our purchased power portfolio, differences between actual and forecasted energy needs, as well as changes in market conditions. Our non-members energy sales in MWh for 2005, 2004, and 2003, were 1,318,647, 87,836, and 262,077, respectively. The increase in non-member sales in MWh is driven by increased sales of excess energy as a result of the delay of Virginia Power joining PJM from January 1, 2005, to May 1, 2005, changes in market conditions as well as our strategy to hedge a greater percentage of our exposure to spot market prices under purchasing arrangements. Non-member revenues for the year ended December 31, 2004, were lower than in 2003 by $4.8 million because more excess energy was sold to TEC.

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Operating Expenses

We supply our member distribution cooperatives’ power requirements, consisting of capacity requirements and energy requirements, through (1) our interests in electric generating facilities which consist of a 50% interest in Clover, an 11.6% interest in North Anna, our Louisa, Marsh Run, and Rock Springs combustion turbine facilities, and distributed generation, and (2) power purchases from third parties through power purchase contracts and forward, short-term and spot market energy purchases. See “Business—Power Supply Resources” in Item 1.

Louisa and Rock Springs began commercial operations in June 2003 and Marsh Run began commercial operations in September of 2004. For our energy supply for the past three years see “Business—Power Supply Resources” in Item 1.

Components of Operating Expense

The components of our operating expenses for the years ended December 31, 2005, 2004, and 2003, were as follows:

	Year Ended December 31,
	2005			2004			2003
	(in thousands)
Fuel	$	143,332		$	90,635		$	75,242
Purchased power		434,557			314,763			295,386
Deferred energy		(26,135	)		(8,775	)		10,543
Operations and maintenance		34,221			40,595			40,678
Administrative and general		34,523			28,800			25,172
Depreciation, amortization and decommissioning		38,556			32,759			26,943
Amortization of regulatory asset/(liability), net		1,909			20,543			(2,101	)
Accretion of asset retirement obligations		2,496			2,251			2,089
Taxes, other than income taxes		6,024			5,265			3,683
Total operating expense	$	669,483		$	526,836		$	477,635

Our operating expenses are comprised of the costs that we incur to generate and purchase power to meet the needs of our member distribution cooperatives, and the costs associated with any sales of power to TEC and non-members. Our energy costs generally are variable and include fuel expense as well as the energy portion of our purchased power expense. Our capacity or demand costs generally are fixed and include depreciation, amortization and decommissioning expenses, and interest charges (a non-operating expense), as well as the capacity portion of our purchased power expense. See “Factors Affecting Results—Formulary Rate.”

2005 Compared to 2004

Total operating expenses for 2005 increased $142.6 million, or 27.1%, over 2004 primarily due to increases in purchased power expense and fuel expense. These increases were partially offset by the change in the amortization of regulatory asset/(liability), net and the change in deferred energy expense.

Purchased power expense increased $119.8 million, or 38.1%, as a result of the purchase of additional energy from the market to supply our member distribution cooperatives’ requirements and a 14.2% increase in the average price of purchased power. During 2005, Clover was dispatched less by PJM based upon economic factors, which resulted in increased purchased power.

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Fuel expense increased $52.7 million, or 58.1%, primarily due to the 62.6% increase in the average price of coal and the 35.8% increase in the average price of natural gas in 2005 as compared to 2004. Marsh Run began commercial operation in September of 2004.

Amortization of regulatory asset/(liability), net changed $18.6 million, or 90.7%, resulting in decreased operating expenses primarily due to the acceleration of the amortization of a regulatory asset in 2004. This regulatory asset was established in 2002 in connection with the collection of additional amounts we collected and then paid relating to a dispute under a power purchase agreement with Public Service Gas and Electric Company (“PSE&G”).

Deferred energy expense changed $17.4 million, or 197.8%, over 2004 reflecting a greater under-collection of energy costs in 2005 as compared to 2004. The $26.1 million we under-collected in 2005 changed our deferred energy balance from a $4.8 million liability at December 31, 2004, to a $21.3 million asset at December 31, 2005.

2004 Compared to 2003

Total operating expenses for 2004 increased $49.2 million, or 10.3%, over 2003 primarily due to increases in fuel expense, purchased power expense, depreciation, amortization and decommissioning, taxes, other than income taxes and the change in the amortization of regulatory asset/(liability), net. These increases were partially offset by the change in deferred energy expense.

Fuel expense increased $15.4 million, or 20.5%, primarily due to the 23.9% increase in the average price of coal partially offset by the 20.6% decrease in the average price of natural gas in 2004 as compared to 2003, and the purchase of natural gas and fuel oil for the operation of our Louisa, Marsh Run and Rock Springs combustion turbine facilities. Louisa and Rock Springs began commercial operation in June of 2003 and Marsh Run began commercial operation in September of 2004. Our combustion turbine facilities have relatively low fixed costs and greater operational flexibility, but are more expensive to operate and, as a result, we operate them only when the market price of energy makes their operation economical.

Purchased power expense increased $19.4 million, or 6.6%, as a result of the purchase of additional energy from the market to supply our member distribution cooperatives’ requirements partially offset by a 3.7% decrease in the average price of purchased power. Purchased power expense for 2004 included $5.5 million associated with charges related to the PSE&G contract.

Deferred energy expense decreased $19.3 million, or 183.2%, over 2003 reflecting a change to an under-collection of energy costs in 2004 as compared to an over-collection of energy costs in 2003. During 2004, we collected $8.8 million less than the energy costs incurred as compared to 2003, when we collected $10.5 million in excess of energy costs incurred. The $8.8 million we under-collected in 2004 decreased our end-of-year deferred energy balance from $13.6 million to $4.8 million.

Depreciation, amortization and decommissioning expense increased by $5.8 million, or 21.6%, over 2003 primarily due to $10.7 million of depreciation related to our Louisa, Marsh Run and Rock Springs combustion turbine facilities. These increases were partially offset by a $3.7 million reduction in depreciation for Clover, a result of the amortization of accelerated depreciation in 2004.

Amortization of regulatory asset/(liability), net changed $22.6 million, or 1,077.8%, resulting in increased operating expenses primarily due to the acceleration of the amortization of the PSE&G regulatory asset.

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Other Items

Investment Income

Investment income increased in 2005 by $3.7 million, or 128.6%, as a result of both higher yields on our cash and temporary investments and higher investable balances than in 2004. We earned higher yields on our invested funds largely as a result of the fact that the Federal Reserve Board raised the Federal Funds rate eight times during 2005. Our higher investable balance occurred primarily during the last five months of the year when we held cash posted from counterparties under terms of our power purchase and sale agreements.

Investment income decreased in 2004 by $0.4 million, or 10.8%, due to a decrease in invested funds. Our average balance of investments—other, and cash and cash equivalents decreased from 2003 to 2004 as we spent proceeds from our 2002 and 2003 debt issuances to fund our Marsh Run construction expenditures as well as the liquidation of investments to pay the PSE&G settlement.

Interest Charges, Net

The primary factors affecting our interest expense are scheduled payments of principal on our indebtedness, prepayments of indebtedness, issuance of new indebtedness, and capitalized interest.

The major components of interest charges, net for the years ended December 31, 2005, 2004, and 2003, were as follows:

	Year Ended December 31,
	2005			2004			2003
	(in thousands)
Interest expense on long-term debt	$	(56,700	)	$	(56,252	)	$	(57,042	)
Other		(3,845	)		(4,415	)		(3,242	)
Total Interest Charges		(60,545	)		(60,667	)		(60,284	)
Allowance for borrowed funds used during construction		198			8,161			14,495
Interest Charges, net	$	(60,347	)	$	(52,506	)	$	(45,789	)

Interest charges, net increased in 2005 by $7.8 million, or 14.9%, as compared to 2004, primarily due to the reduction of capitalized interest associated with Marsh Run. We ceased capitalizing interest on Marsh Run in September 2004 when the facility became commercially operable. Capitalized interest is computed monthly using an interest rate, which reflects our embedded cost of indebtedness, multiplied by our investment in projects under construction.

Interest charges, net increased in 2004 by $6.7 million, or 14.7%, as compared to 2003, primarily due to the $6.3 million decrease in allowance for borrowed funds used during construction balance. Allowance for borrowed funds used during construction decreased in 2004 because Louisa and Rock Springs were completed in 2003.

Financial Condition

The principal changes in our financial condition from December 31, 2004 to December 31, 2005, were caused by increases in regulatory liabilities, deferred charges-other, accounts payable, the change in deferred energy, increases in accounts payable-members, and accounts payable-deposits. Regulatory liabilities increased $53.5 million primarily due to the increase in fair value of our forward purchase power contracts and natural gas futures for which cash flow hedge accounting is not utilized. Deferred charges-other increased $37.2 million as a result of the increase in fair value of our forward purchase power contracts and natural gas futures. Accounts payable

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increased $30.1 million as a result of increased purchased power. Our deferred energy balance changed from a net over-collection of energy costs of $4.8 million to a net under-collection of energy costs of $21.3 million, reflecting the fact that our energy rate did not adequately collect our energy costs in 2005. Accounts payable-members increased $25.5 million due to increased member prepayments and amounts owed to our member distribution cooperatives through our Margin Stabilization Plan. Accounts payable-deposits increased $24.7 million because our counterparties were required to post deposits pursuant to credit terms in our master power purchase and sales agreements with them.

Liquidity and Capital Resources

Sources

Cash generated by our operations, issuances of indebtedness and, periodically, borrowings under available lines of credit and our revolving credit facility provide our sources of liquidity and capital.

Operations

Historically, our operating cash flows have been sufficient to meet our short- and long-term capital expenditures related to our existing generating facilities, our debt service requirements, and our ordinary business operations. Our operating activities provided cash flows of $122.6 million, $0.9 million, and $17.1 million, in 2005, 2004, and 2003, respectively. Operating activities in 2005 were primarily impacted by the change in current liabilities, and the change in regulatory assets and liabilities, partially offset by the change in deferred charges and credits, the change in current assets, and the change in deferred energy. Current liabilities changed $89.4 million primarily as a result of increased accounts payable related to purchased power and fuel costs, and accounts payable-members as a result of member prepayments and amounts owed to our member distribution cooperatives under our Margin Stabilization Plan. Regulatory assets and liabilities changed $63.6 million primarily due to deferred derivative activity, which was partially offset by the change in deferred charges and credits. The $12.6 million change in deferred charges and credits relates to the unrealized mark-to-market on our derivative contracts less the impact of the consolidation of TEC. Current assets changed $55.6 million primarily due to the increase in accounts receivable. At December 31, 2005, we had an under-collected deferred energy balance of $21.3 million as compared to an over-collected deferred energy balance of $4.8 million at December 31, 2004, which resulted in a cash outflow of $26.1 million.

Credit Facilities

In addition to liquidity from our operating activities, we maintain committed lines of credit and revolving credit facilities to cover our short- and medium-term funding needs. Currently, we have short-term committed variable rate lines of credit in an aggregate amount of $180.0 million, all of which are available for general working capital purposes. At December 31, 2005 and 2004, we had no short-term borrowings or letters of credit outstanding under any of these arrangements. We expect these working capital lines of credit to be renewed as they expire.

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Our short-term committed variable rate lines of credit are more particularly described by lender, the amount of the line of credit and the expiration date as follows:

Lender	Amount		Expiration Date
	(in millions)
Bank of America, N.A.	$	30.0	September 30, 2006
Bank of America, N.A.		30.0	June 26, 2006
Branch Banking and Trust Company of Virginia		25.0	April 30, 2006
CoBank, ACB		25.0	October 30, 2006
JPMorgan Chase Bank		70.0	May 9, 2006
	$	180.0

In addition to our lines of credit, we have two committed three-year revolving credit facilities, $50.0 million each, available for capital expenditures and general corporate purposes. Our revolving credit facility with CoBank, ACB expires on March 18, 2007. Our revolving credit facility with National Rural Utilities Cooperative Finance Corporation expires on January 30, 2009. As of December 31, 2005 and 2004, there were no borrowings or letters of credit outstanding under these facilities.

Our credit agreements relating to our lines of credit and revolving credit facilities contain customary events of default, which, if they occur, would terminate our ability to borrow amounts under those facilities and potentially accelerate any outstanding loans under those facilities at the election of the lender. Some of these customary events of default relate to:

• our failure to timely pay any principal and interest due under that credit facility;

• a breach by us of our representations and warranties in the credit agreement or related documents;

• a breach of a covenant contained in the credit agreement, which, in some cases we are given an opportunity to cure and, in one case, includes a debt to capitalization financial covenant;

• failure to pay, when due, other indebtedness above a specified amount;

• an unsatisfied judgment above specified amounts; and

• bankruptcy events relating to us.

Financings

We fund the portion of our capital expenditures that we are not able to supply from operations through financings in the market. Since 1983, these capital expenditures have consisted primarily of the costs related to the acquisition of our interest in North Anna, our share of the costs to construct Clover, other capital improvements and additions to Clover and North Anna, and the development and construction of our three combustion turbine facilities, which accounted for a significant portion of our cash expenditures in 2004. In 2005 and 2004, we did not engage in any material financing activities.

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Uses

Our uses of liquidity and capital relate to funding our working capital needs, investment activities and financing activities. Substantially all of our investment activities relate to capital expenditures in connection with our generating facilities. We expect that cash flows from our operations and our existing lines of credit and revolving credit facilities will be sufficient to meet our currently anticipated operational and capital requirements.

Capital Expenditures

We regularly forecast our capital expenditures as part of our long-term business planning activities. We review these projections frequently in order to update our calculations to reflect changes in our future plans, construction costs, market factors, and other items affecting our forecasts. Our actual capital expenditures could vary significantly from these projections. The table below summarizes our actual and projected capital expenditures, including nuclear fuel and capitalized interest, for 2003 through 2008:

	Actual Year Ended December 31,						Projected Year Ended December 31,
	2003		2004		2005		2006		2007		2008
	(in millions)
Combustion turbine facilities	$	160.0	$	38.5	$	5.1	$	2.5	$	0.5	$	0.5
Clover		2.8		3.4		1.6		4.5		2.5		8.0
North Anna		8.5		11.7		13.2		13.5		15.8		15.2
Other		0.5		1.0		0.2		1.5		0.7		0.7
Total	$	171.8	$	54.6	$	20.1	$	22.0	$	19.5	$	24.4

Nearly all of our capital expenditures consist of additions to electric plant and equipment. Our future capital requirements include our portion of the cost of the nuclear fuel purchased for North Anna and other capital expenditures including generation facility improvements. We intend to use our cash from operations to fund all of our currently projected capital requirements through 2008.

Contractual Obligations

In the normal course of business, we enter into long-term arrangements relating to the construction, operation and maintenance of our generating facilities, power purchases, the financing of our operations and other matters. See “Business—Power Supply Resources—Power Purchase Contracts” in Item 1 and

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“Future Issues—Reliance on Market Purchases of Energy.” The following table summarizes our long-term contractual obligations at December 31, 2005:

	Payments due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in millions)
Long-term indebtedness	$	1,442.7	$	71.2	$	145.1	$	405.0	$	821.4
Capital lease obligations(1)		—		—		—		—		—
Operating lease obligations		381.3		3.2		6.2		11.6		360.3
Purchase obligations		0.1		0.1		—		—		—
Power purchase obligations		463.9		266.4		197.5		—		—
Other long-term liabilities(1)		—		—		—		—		—
Asset retirement obligations		297.9		—		—		—		297.9
Construction obligations(1)		—		—		—		—		—
Total	$	2,585.9	$	340.9	$	348.8	$	416.6	$	1,479.6

⁽¹⁾ We have no capital lease obligations, no other long-term liabilities, and no construction obligations that are considered contractual obligations.

We expect to fund these obligations with cash flow from operations, unused proceeds from our issuances of long-term indebtedness and the issuances of additional long-term indebtedness.

Long-term Indebtedness

At December 31, 2005, nearly all of our long-term indebtedness was issued under the Indenture. This indebtedness includes bonds issued to the public and bonds issued to local governmental authorities in consideration for loans to us of the proceeds of tax-exempt offerings of indebtedness by those governmental authorities. Long-term indebtedness includes both the principal of and interest on long-term indebtedness, long-term indebtedness due within one year and unamortized discounts and premiums relating to long-term indebtedness.

Operating Lease Obligations

In 1996, we entered into two separate long-term lease transactions of our undivided interests in each of Clover Unit 1 and Clover Unit 2. See “Properties—Clover” in Item 2. Our obligations described above relate to a portion of our obligations under these leases, including periodic basic rent. We fund substantially all of our payment of these obligations through the application of the proceeds of investments we purchased at the time we entered into the leases. The investments are rated “AAA” by Standard & Poor’s Ratings Services (“S&P”) and “Aaa” by Moody’s Investors Service (“Moody’s”). Operating lease obligations includes (1) periodic basic rent obligations under the two separate long-term lease transactions which will not be satisfied by the payment undertakers under the payment undertaking agreements, and (2) the purchase option prices at the end of the term of the Leasebacks.

Purchase Obligations

During 2002, we had entered into an operations and maintenance agreement with CED Operating Co., LLP, for the Rock Springs facility. We have only included the fixed charges under this agreement. The ongoing operating payment obligation will vary based on the operation of this facility.

Power Purchase Obligations

As part of our power supply strategy, we entered into a number of agreements for the purchase of capacity and energy in order to meet our member distribution cooperatives’ requirements. See “Business—Power Supply Resources—Power Purchase Contracts “ in Item 1. Some of these power purchase agreements contain firm capacity and minimum energy purchase obligations.

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Asset Retirement Obligations

Effective January 1, 2003, we adopted Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations” which requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. A significant portion of our asset retirement obligations relates to the future decommissioning of North Anna in 2055.

Significant Contingent Obligations

In addition to these existing contractual obligations, we have significant contingent obligations. These obligations primarily relate to our power purchase arrangements and leases of our interest in Clover. See “Properties—Clover” in Item 2.

To facilitate the ability of TEC, which is consolidated in our financial statements as of December 31, 2004, to sell power in the market, we have agreed to guarantee up to a maximum of $60.0 million of TEC’s delivery and payment obligations associated with its energy trades if requested. See “Business—TEC” in Item 1. Our agreement to guarantee these obligations continues in effect until we elect to terminate it by providing at least 30 days prior written notice of termination or until all amounts owed to us by TEC have been paid. Our guarantee of TEC’s obligations will enable it to maintain sufficient credit support to meet its delivery and payment obligations associated with its energy trades. At December 31, 2005, we had issued a total of $19.6 million in guarantees outstanding on behalf of TEC and $0.2 million were outstanding.

In limited circumstances, we have obligations to provide credit support if our obligations issued under the Indenture are rated below specified thresholds by S&P and Moody’s. These circumstances relate to our lease and leaseback of our undivided interest in Clover Unit 1 and some of our purchases of power in the market.

In connection with the lease and leaseback of our undivided interest in Clover Unit 1, we agreed to deliver a letter of credit to the institutional investor party to the lease within 90 days after our obligations under the Indenture are either rated below “A-” by S&P or “Baa2” by Moody’s, or if such obligations are placed on negative credit watch by either S&P or Moody’s while rated “A-” by S&P or “Baa2” by Moody’s, respectively. If our ratings had been below this minimum rating at December 31, 2005, the amount of the letter of credit we would have been required to provide was $53.8 million. The amount of any letter of credit we are required to deliver in connection with the lease decreases over time to zero by December 18, 2018.

In addition, like many other utilities, we purchase power in the market pursuant to a form master power purchase and sale agreement (“EEI Form Contract”) prepared by the Edison Electric Institute, an association of U.S. investor-owned electric utilities and industry affiliates. The EEI Form Contract is intended to standardize the terms and conditions of purchases of power in the market and consequently foster trading among utilities. Under the terms of the EEI Form Contract, a utility may agree to provide collateral if its ratings fall below a specified threshold. At December 31, 2005, we were party to 40 agreements based on the EEI Form Contract and one other power purchase agreement obligating us to provide collateral if our credit ratings fell below specified thresholds. Collectively, at December 31, 2005, if the credit ratings by S&P and Moody’s of our obligations issued under the Indenture fell below “BBB” or “Baa2”, or investment grade (i.e., “BBB-” or “Baa3”), respectively, we would not have been obligated to provide collateral. This calculation is based on energy prices on December 31, 2005 and delivered power for which we have not yet paid. Depending on the difference between the price of power under the contracts and the price of power in the market at the time of the calculation, this amount could increase or decrease.

Additionally, in accordance with the credit policy of PJM, PJM subjects each applicant, participant and member of PJM to a complete credit evaluation to determine its creditworthiness, and whether it must provide any collateral to support its obligations in connection with its PJM transactions. PJM has never required us to provide any collateral to support our obligations. A material change in our financial condition, including the downgrading of

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our credit rating by any rating agency, could cause PJM to re-evaluate our creditworthiness and require that we provide collateral. As of December 31, 2005, if PJM determined that we needed to provide collateral to support our obligations, PJM could have asked us to provide up to approximately $28.9 million of collateral security.

Finally, several of the power purchase agreements we utilize to satisfy our member distribution cooperatives’ capacity and energy requirements obligate us to purchase capacity or energy or both beyond specified minimum amounts based on our requirements. See “Business—Power Supply Resources—Power Purchase Contracts” in Item 1.

Off-Balance Sheet Arrangements

In 1996, we entered into two lease transactions relating to our 50% undivided ownership interest in Clover. See “Properties—Clover” in Item 2. One lease relates to our undivided interest in Clover Unit 1 and the other relates to our undivided interest in Clover Unit 2 and, in each case, the common facilities. In both transactions, we leased our undivided interests in the facilities to an owner trust for the benefit of an investor for the full productive life of Unit 1 and Unit 2 in exchange for one-time rental payments at the beginning of the leases of $315.0 million and $320.0 million, respectively. Immediately after the leases to the owner trusts, we leased the units back for terms of 21.8 years and 23.4 years, respectively, and agreed to make periodic rental payments to the owner trusts.

We used a portion of the one-time rental payments we received in each transaction to enter into payment undertaking agreements and to purchase investments, which provide for substantially all of:

• our periodic basic rent payments under the leasebacks; and

• the fixed purchase price of the interests in the units at the end of the terms of the leasebacks if we exercise our option to purchase the interests of the owner trusts in the units at that time.

The payment undertaking agreements and investments are issued or insured by entities, which have claims paying abilities or senior debt obligations which are rated “AAA” by S&P and “Aaa” by Moody’s. After entering into the payment undertaking agreements, making the investments and paying transaction costs, we had $23.7 million and $39.3 million, respectively, remaining of the one-time rental payments in the Unit 1 and Unit 2 transactions. As a result, following completion of the transactions, we retained possession and our initial entitlement to the output of the units, and we had funds of $63.0 million remaining.

Both leasebacks require us to make periodic basic rental payments. For 2005, our statement of cash flow reflects payments we made of basic rent to the Unit 1 and Unit 2 owner trusts of $1.3 million and $2.9 million, respectively. Of these payments, $1.1 million and $2.9 million, respectively, were funded through distributions from the investments made with lease proceeds. In addition to these amounts, approximately $11.9 million and $26.1 million of additional basic rent was required under the Unit 1 and Unit 2 leases, respectively, in 2005. These additional amounts of basic rent were paid by third parties, “payment undertakers,” under payment undertaking agreements. As described above, Old Dominion made a payment to each of the payment undertakers at the inception of the leasebacks in consideration for the payment undertakers agreeing to pay additional amounts of basic rent as they become due. Old Dominion has no obligation to pay or repay additional amounts to the payment undertaker in the future. Under each of these arrangements, Old Dominion made a payment to the payment undertaker in return for which the payment undertaker agreed to make payments directly to the lender in the related lease transaction in satisfaction of a portion of our basic rent payment obligation under the leaseback and the owner trust’s repayment obligation under the loan to it. At December 31, 2005, both the value of the portion of our lease obligations to be paid by the payment undertaker, as well as the value of our interest in the related payment undertaking agreements, totaled approximately $279.2 million and $240.7 million for Unit 1 and Unit 2, respectively. Our financial statements do not reflect the payment undertaking agreements, the payments made by the payment undertaker or the payment of this portion of basic rent. We remain liable for all rental payments under the leasebacks if the payment undertaker fails to make such payments, although the owner trusts have agreed to pursue the payment undertakers before pursuing payment from us.

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At the end of the term of both leasebacks, we have the option to purchase the owner trust’s interest in the applicable unit or arrange for an acceptable third party to enter into a power purchase agreement with the owner trust. If we decide to purchase the owner trust’s interest in a unit, we must pay the applicable owner trust a fixed purchase price of $430.5 million in the case of Unit 1, and $458.9 million in the case of Unit 2. Payments under the payment undertaking agreements will fund a substantial portion of these payments. Substantially all of the remainder of these payments will be funded by the investments we made at the inception of the leaseback. If we do not elect to purchase the owner trust’s interest in either unit, Virginia Power has an option to purchase that interest. If Virginia Power elects to purchase the interest but fails to pay the purchase price when due, we are obligated to make that payment, with interest, within 30 days.

If we elect not to purchase the owner trust’s interest in either unit, we can arrange for a third party to purchase the applicable owner trust’s output of the unit at prices which will preserve each owner trust’s net economic return as if we had purchased the related unit at the purchase option price. To be an eligible power purchaser, the third party must have, among other things, a net worth of at least $500 million and minimum specified credit ratings or other acceptable credit enhancement. We would assist in transmitting power to the third party by entering into a transmission and interconnection agreement with the owner trust. We also would be obligated to assist the owner trust in arranging new financing for the lease debt which remains outstanding at the expiration of the leasebacks. We would not be obligated, however, to provide this financing. Under the leaseback for Unit 1, however, if alternate financing is not available or we otherwise fail to satisfy the conditions to arrange for a new third party purchaser, we must either exercise our purchase option or make a termination payment to the owner trust. Under the Unit 1 lease, we also must provide management services to the owner trust if power is being sold to the third party.

In the Unit 1 lease, a third option at the end of the term of the leaseback exists. We may pay to the owner trust an amount equal to the difference between a specified termination amount and the fair market value of its interest in Unit 1 and return possession of the interest in the unit back to the owner trust. The amount we are obligated to pay cannot exceed the specified termination amount minus 20% of the fair market value of the owner trust’s interest in the unit at the time the lease was entered into in 1996 or be less than the amount of the owner trust’s debt to its lenders at the expiration of the leaseback. If we do not purchase the interest and the owner trust requests, we are obligated to use our best efforts to sell the owner trust’s interest in the unit at the end of the leaseback. Any sale proceeds would be credited against the payment we are obligated to make to the owner trust. If we are not able to sell the interest by the end of the leaseback, we must pay the owner trust the full amount of the required payment but we are entitled to be reimbursed out of the proceeds of the sale in excess of 20% of the value of the owner trust’s interest at the time the lease was entered into in 1996, plus interest, if the facility is sold within the following 36 months.

In connection with the lease relating to Unit 1, we agreed to deliver a letter of credit to the institutional investor party in the lease in some instances. See “—Significant Contingent Obligations” above.

Future Issues

Changes in the Electric Utility Industry and Possible Restructuring

In the 1990’s, new federal and state laws and regulations deregulated some portions of the electric utility industry and resulted in increased competition among wholesale electricity suppliers and increased access to transmission services by these suppliers. See “Regulation—Competition” in Item 1. The electric utility industry has also been impacted by the response of the market and federal and state governmental authorities to the California energy crisis, the bankruptcy of Enron Corporation, and significant fluctuations in the availability and cost of fuel for the generation of electricity. Other significant factors that have affected the operations of electric utilities in recent years include the use of alternative fuel sources for space and water heating and household appliances; fluctuating rates of load growth; compliance with environmental regulations; licensing and other factors affecting the construction, operation, and cost of new and existing facilities; and the effects of conservation, energy management, and other governmental regulations on the use of electric energy.

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All of these events present an increasing challenge to companies in the electric utility industry, including our member distribution cooperatives and us, to reduce costs, increase efficiency and innovation, and improve management of resources. These events could be reasons for our member distribution cooperatives to restructure their current businesses to operate more effectively in this changing environment. In part for these reasons, we currently are considering a reorganization of our relationship with our member distribution cooperatives. See “Business—Potential Reorganization” in Item 1.

Also as a result of these events, many member distribution cooperatives are providing or considering providing non-traditional products and services such as satellite television, propane and natural gas, and internet and other services. In addition, our member distribution cooperatives may desire greater flexibility in their power supply options in the future, which may require an amendment to their wholesale power contracts. See “Business—Member Distribution Cooperatives—Wholesale Power Contracts” and”—Northern Virginia Electric Cooperative” in Item 1 and “Legal Proceedings in Item 3.

Reliance on Market Purchases of Energy

While the combustion turbine facilities provide most of our capacity requirements above those met by Clover and North Anna, they do not satisfy a significant portion of our energy requirements. Combustion turbine facilities are most economical to operate when the market price of energy is relatively high compared to the variable costs to operate these facilities. By operating the combustion turbine facilities during those times, we reduce our exposure to market energy price volatility risk but use the market to supply energy during other times.

Because we have and will rely heavily on market purchases of energy, we have taken two primary steps to reduce our exposure to future price fluctuations in the energy market. We have secured, through market purchases or energy contracts, a substantial portion of our energy requirements not supplied by our generating facilities or the combustion turbine facilities through the end of 2006. We plan to continue purchasing energy for significant periods into the future by utilizing a combination of long-term and short-term physically-delivered forward fixed price contracts and option contracts for the purchase of energy, as well as spot market purchases. In addition, we plan to use similar efforts to manage our exposure to market changes in the price of fuel, especially changes in the price of natural gas. Second, we have engaged APM, an energy trading and risk management company, to assist us in executing trades to purchase energy, developing a strategy of when to operate the combustion turbine facilities or purchase energy, modeling our power requirements, and analyzing our power purchase contracts and credit risks of counterparties. See “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A. We continue to review our power supply resource options and future requirements. As we have done in the past, we expect to adjust our portfolio of power supply resources to reflect our projected power requirements and changes in the market.

Restated Indenture

In 2001, we entered into a supplemental indenture to the Indenture that contains provisions, which, if they become effective, will amend and restate the Indenture to release its lien on our property. This amended and restated indenture (the “Restated Indenture”) will become effective when all obligations under the Indenture issued prior to September 1, 2001, cease to be outstanding or when the holders of those obligations consent to the effectiveness of the Restated Indenture. We have $1.0 million of obligations issued under the Indenture prior to September 1, 2001, the holders of which have not consented to the effectiveness of the Restated Indenture. We have the ability to redeem these obligations on any June 1 or December 1, following appropriate notice to the holders of those obligations. The amendment and restatement may not occur, however, if, immediately afterwards, an event of default exists under the Indenture or an event of default would occur. The release of a subordinated mortgage on our interest in Clover Unit 2 also is to be obtained prior to the amendment and restatement. After the date the Restated Indenture becomes effective, the obligations outstanding under the Restated Indenture will be unsecured general obligations, ranking equally and ratably with all of our other unsecured and unsubordinated obligations.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The operation of our business exposes us to several common market risks, including changes in interest rates, equity prices and market prices for power and fuel. We are exposed to market price risk by purchasing power and natural gas in the market to supply a portion of the power requirements of our member distribution cooperatives. In addition, we are exposed to a limited amount of interest rate and equity price risk.

Market Price Risk

We are exposed to market price risk by purchasing power in the market to supply the power requirements of our member distribution cooperatives in excess of our entitlement to the output of our generating facilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Issues—Reliance on Market Purchases of Energy” in Item 7. In addition, the purchase of fuel to operate our generating facilities also exposes us to market price risk.

As an example of our level of exposure to market price risk, a 10% increase in the purchase price of our unhedged power, natural gas and coal purchases is estimated to have increased these expenses by approximately $18.3 million or 3.4% of total energy-related operating expenses in 2005. Conversely, a 10% decrease in these purchase prices is estimated to have decreased expenses by approximately the same amount. This calculation assumes generation and purchases consistent with historical performance and applies the 10% increase or decrease only to purchases not hedged at the beginning of 2005.

The fair value of the hedging instruments we use to mitigate market price risk is impacted by changes in market prices. At December 31, 2005, we estimate that the fair value of our purchase power agreements and forward purchases of energy and natural gas is between $1.3 and $1.4 billion. Approximately 55% of the fair value of this portfolio is estimable using observable market prices. The remaining 45% of the fair value of this portfolio is related to less liquid products and the fair values of these products are not directly estimable using observable market prices. In the absence of observable market prices, the valuation of the 45% of this portfolio that relates to less liquid products involves management judgment, the use of estimates, and the underlying assumptions in our portfolio model, which we have developed with the assistance of APM. As a result, changes in estimates and underlying assumptions or use of alternate valuation methods could affect the estimated fair value of this portfolio. As an example of our portfolio’s exposure to market price risk, a 10% increase in the price of the commodities hedged by the portion of this portfolio with observable market prices is estimated to have increased the fair value of this portion of the portfolio by $71.6 million at December 31, 2005. Conversely, a 10% decrease in the price of the commodities hedged by the same portion of this portfolio is estimated to have decreased the fair value of this portion of the portfolio by $71.6 million. To the extent all or portions of our portfolio are liquidated at above or below our original cost, these gains or losses are factored into the energy costs billed to our members pursuant to our formulary rate.

The hedging instruments we use to mitigate market price risk generally include collateral requirements that require us to deposit funds or post letters of credit with counterparties when a counterparty’s credit exposure to us is in excess of agreed upon credit limits. When commodity prices decrease to levels below the levels where we have hedged future costs, we may be required to use a material portion of our cash or liquidity facilities to cover these collateral requirements. For example, a 10% decrease in the price of the commodities hedged by our portfolio would have required us to post collateral of approximately $16.7 million at December 31, 2005.

Through our relationship with APM, we have formulated policies and procedures to manage the risks associated with these market price fluctuations. We use various commodity instruments, such as hedges, forwards and options, to reduce our risk exposure. We use APM to assist us in managing our market price risks by:

• maintaining a portfolio model that identifies our power producing resources (including our power purchase contract positions and generating capacity, and fuel supply, transportation and storage arrangements) and analyzing the optimal use of these resources in light of costs and market risks associated with using these resources;

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• modeling our power obligations and assisting us with analyzing alternatives to meet our member distribution cooperatives’ power requirements;

• selling power as our agent and the agent of TEC; and

• executing hedge trades to stabilize the cost of fuel requirements, primarily natural gas, used to operate our combustion turbine facilities and to limit our exposure under power purchase contracts with variable rates based on natural gas prices.

We also are subject to market price risk relating to purchases of fuel for North Anna and Clover. We manage these risks indirectly through our participation in the management arrangements for these facilities. Virginia Power, as operator of these facilities, has the direct authority and responsibility to procure nuclear fuel and coal for North Anna and Clover, respectively.

We understand that Virginia Power’s procurement strategy for nuclear fuel includes both spot purchases and long-term contracts and is constantly under review by various fuel procurement personnel and Virginia Power management. Virginia Power continually evaluates worldwide market conditions to ensure a range of supply options at reasonable prices. See “Business—Fuel Supply—Nuclear” in Item 1.

Virginia Power has advised us that its coal procurement policy for the Clover facility is to secure the bulk of its requirements under long-term contracts, with specific contract target percentages fluctuating, based on prevailing market conditions. The majority of the coal supplied to Clover is delivered under long-term contracts. Generally, on a quarterly basis, Virginia Power has advised us that it evaluates the specific terms offered by various coal suppliers to determine the optimal mix of long-term and spot market purchases, and subsequently enters purchase agreements to accomplish the desired mix. See “Business—Fuel Supply—Coal” in Item 1.

Interest Rate Risk and Equity Price Risk

In 2005, all of our outstanding long-term indebtedness accrued interest at fixed rates, except for a $6.8 million promissory note owed to Virginia Power which relates to the loan to us of a portion of the proceeds of a tax-exempt debt financing. A 2% rise in interest rates would result in our paying Virginia Power approximately $135,000 of additional interest per year.

We also have $180.0 million of committed available lines of credit and $100.0 million available under revolving credit agreements. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” Any amounts we borrow under these facilities will accrue interest at a variable rate. During 2005, no amounts were outstanding under any of these facilities.

At December 31, 2005, $7.7 million of our cash and cash equivalents was invested primarily in fixed-income securities. Due to the short-term nature of these investments, an increase or decrease in interest rates is unlikely to materially increase or decrease the income generated by our cash and cash equivalents.

We accrue decommissioning costs over the expected service life of North Anna and have made periodic deposits to a trust fund so that the fund balance will cover the estimated cost to decommission North Anna at the time of decommissioning. At December 31, 2005, $31.5 million of these funds were invested in fixed-income securities and $47.6 million of these funds were invested in equity securities. The value of these equity and fixed income securities will be impacted by changes in interest rates and price fluctuations in equity markets. To minimize adverse changes in the aggregate value of the trust fund, we actively monitor our portfolio by measuring the performance of our investments against market indexes and by maintaining and reviewing established target allocation percentages of assets in our trust to various investment options. We believe the trust fund’s exposure to changes in interest rates and price fluctuations in equity markets will not have a material impact on our financial results.

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Credit Risk

Credit risk is defined as the potential loss that we could incur as a result of non-payment or non-performance by a counterparty. We attempt to measure and monitor the amount of our credit risk principally in order to maintain an acceptable level of credit risk. We are exposed to credit risk through our power and fuel purchases and sales.

Our internal risk management committee has the overall responsibility to review and manage our credit risk and does so on a regular basis. We have adopted a Credit Risk Policy that establishes the basis for determining counterparty credit standards and processes to determine credit limits. Through our relationship with APM, we obtain information and assistance to enable us to manage our credit risk. If required by our credit standards and limits, we require counterparties to provide collateral in the form of letters of credit, cash, parent guarantees or other collateral in the future upon the occurrence of specified events. Our risk management committee monitors our credit exposure on a regular basis. At December 31, 2005, we held $24.7 million of collateral from our counterparties related to power and fuel purchases.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED FINANCIAL STATEMENTS

INDEX

	Page Number
Report of Independent Accountants	52
Consolidated Balance Sheets	53
Consolidated Statements of Revenues, Expenses and Patronage Capital	54
Consolidated Statements of Comprehensive Income	55
Consolidated Statements of Cash Flows	56
Notes to Consolidated Financial Statements	57

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Report of Independent Registered Public Accounting Firm

To The Board of Directors

Old Dominion Electric Cooperative

We have audited the accompanying consolidated balance sheets of Old Dominion Electric Cooperative as of December 31, 2005 and 2004, and the related consolidated statements of revenues, expenses and patronage capital, comprehensive income, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Cooperative’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Cooperative’s internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Old Dominion Electric Cooperative at December 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements the Cooperative changed its method of accounting for variable interest entities effective December 31, 2004, to comply with the accounting provisions of Financial Accounting Standard Interpretation No. 46R.

As discussed in Note 3 to the consolidated financial statements, the Cooperative changed its method of accounting for asset retirement obligations effective January 1, 2003, to comply with the provisions of Statement of Financial Accounting Standards No. 143.

Richmond, Virginia

March 20, 2006

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OLD DOMINION ELECTRIC COOPERATIVE

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2005 AND 2004

	2005			2004
	(in thousands)
ASSETS:
Electric Plant:
In service	$	1,519,578		$	1,511,848
Less accumulated depreciation		(470,735	)		(431,678	)
		1,048,843			1,080,170
Nuclear fuel, at amortized cost		9,018			10,493
Construction work in progress		16,365			10,832
Net Electric Plant		1,074,226			1,101,495
Investments:
Nuclear decommissioning trust		79,464			75,917
Lease deposits		163,156			156,909
Other		12,193			17,694
Total Investments		254,813			250,520
Current Assets:
Cash and cash equivalents		98,633			17,564
Deposits		24,686			—
Accounts receivable		25,242			9,438
Accounts receivable - members		80,569			62,402
Fuel, materials and supplies		25,669			29,153
Deferred energy		21,328			—
Prepayments		3,304			2,866
Total Current Assets		279,431			121,423
Deferred Charges:
Regulatory assets		43,753			53,920
Other		60,143			22,980
Total Deferred Charges		103,896			76,900
Total Assets	$	1,712,366		$	1,550,338
CAPITALIZATION AND LIABILITIES:
Capitalization:
Patronage capital	$	271,833		$	259,724
Non-controlling interest		25,062			8,225
Long-term debt		832,980			852,910
Total Capitalization		1,129,875			1,120,859
Current Liabilities:
Long-term debt due within one year		22,917			22,917
Accounts payable		89,854			59,798
Accounts payable - members		64,110			38,655
Accounts payable - deposits		24,686			—
Accrued expenses		33,740			14,527
Deferred energy		—			4,807
Total Current Liabilities		235,307			140,704
Deferred Credits and Other Liabilities:
Asset retirement obligations		48,810			46,295
Obligations under long-term leases		166,043			159,902
Regulatory liabilities		95,271			41,782
Other		37,060			40,796
Total Deferred Credits and Other Liabilities		347,184			288,775
Commitments and Contingencies		—			—
Total Capitalization and Liabilities	$	1,712,366		$	1,550,338

The accompanying notes are an integral part of the consolidated financial statements.

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OLD DOMINION ELECTRIC COOPERATIVE

CONSOLIDATED STATEMENTS OF REVENUES, EXPENSES AND PATRONAGE CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

	2005			2004			2003
	(in thousands)
Operating Revenues	$	737,679		$	588,451		$	535,576
Operating Expenses:
Fuel		143,332			90,635			75,242
Purchased power		434,557			314,763			295,386
Deferred energy		(26,135	)		(8,775	)		10,543
Operations and maintenance		34,221			40,595			40,678
Administrative and general		34,523			28,800			25,172
Depreciation, amortization and decommissioning		38,556			32,759			26,943
Amortization of regulatory asset/(liability), net		1,909			20,543			(2,101	)
Accretion of asset retirement obligations		2,496			2,251			2,089
Taxes other than income taxes		6,024			5,265			3,683
Total Operating Expenses		669,483			526,836			477,635
Operating Margin		68,196			61,615			57,941
Other (Expense)/Income, net		(157	)		129			(71	)
Investment Income		6,620			2,896			3,246
Interest Charges, net		(60,347	)		(52,506	)		(45,789	)
Net Margin before income taxes, non-controlling interest and cumulative effect of change in accounting principle		14,312			12,134			15,327
Income taxes		(881	)		—			—
Non-controlling interest		(1,322	)		—			—
Cumulative effect of change in accounting principle		—			—			(3,271	)
Net Margin		12,109			12,134			12,056
Patronage Capital - Beginning of Year		259,724			247,590			235,534
Patronage Capital - End of Year	$	271,833		$	259,724		$	247,590

The accompanying notes are an integral part of the consolidated financial statements.

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OLD DOMINION ELECTRIC COOPERATIVE

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

	2005			2004		2003
	(in thousands)
Net Margin	$	12,109		$	12,134	$	12,056
Other Comprehensive Income:
Unrealized gain on derivative contracts (net of taxes of $10.0 million for 2005 and no tax effect for 2003(1))		15,592			—		10,911
Other comprehensive income before non-controlling interest		15,592			—		10,911
Less: Non-controlling interest in comprehensive income		(15,592	)
Comprehensive Income	$	12,109		$	12,134	$	22,967

⁽¹⁾ The tax effect relates to the consolidation of TEC Trading, Inc.’s results of operations beginning in 2005.

TEC Trading, Inc. is a taxable entity.

The accompanying notes are an integral part of the consolidated financial statements.

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OLD DOMINION ELECTRIC COOPERATIVE

CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

	2005			2004			2003
	(in thousands)
Operating Activities:
Net Margin	$	12,109		$	12,134		$	12,056
Adjustments to reconcile net margins to net cash provided by operating activities:
Cumulative effect of change in accounting principle		—			—			3,271
Depreciation, amortization and decommissioning		38,556			32,759			26,943
Other noncash charges		11,555			10,779			5,940
Non-controlling interest		1,322			—			—
Amortization of lease obligations		10,368			9,964			9,527
Interest on lease deposits		(9,953	)		(9,542	)		(9,093	)
Change in current assets		(55,611	)		(18,111	)		(18,812	)
Change in deferred energy		(26,135	)		(8,775	)		10,543
Change in current liabilities		89,442			(39,952	)		(18,290	)
Change in regulatory assets and liabilities		63,558			15,134			(7,074	)
Change in deferred charges and credits		(12,652	)		(3,446	)		2,098
Net Cash Provided by Operating Activities		122,559			944			17,109
Financing Activities:
Retirement of long-term debt		—			—			(152,642	)
Payment of long-term debt		(22,917	)		—			—
Obligations under long-term leases		(521	)		(529	)		(200	)
Additions of long-term debt		—			—			250,000
Debt issuance costs		—			—			(3,302	)
Net Cash (Used for)/Provided by Financing Activities		(23,438	)		(529	)		93,856
Investing Activities:
Purchases of available for sale securities		(101,085	)		(10,500	)		(408,250	)
Proceeds from sale of available for sale securities		107,540			53,000			428,850
Increase in other investments		(4,403	)		(3,234	)		(323	)
Consolidation of TEC Trading, Inc.		—			2,488			—
Electric plant additions		(20,104	)		(56,363	)		(166,859	)
Decommissioning fund deposits		—			—			(454	)
Net Cash (Used for) Investing Activities		(18,052	)		(14,609	)		(147,036	)
Net Change in Cash and Cash Equivalents		81,069			(14,194	)		(36,071	)
Cash and Cash Equivalents-Beginning of Year		17,564			31,758			67,829
Cash and Cash Equivalents-End of Year	$	98,633		$	17,564		$	31,758

The accompanying notes are an integral part of the consolidated financial statements.

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OLD DOMINION ELECTRIC COOPERATIVE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—Summary of Significant Accounting Policies

General

The accompanying financial statements reflect the consolidated accounts of Old Dominion Electric Cooperative (“Old Dominion” or “we” or “our”), its subsidiaries and TEC Trading, Inc. (“TEC”). In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” (the “Interpretation”), TEC, our sole class B member, is considered a variable interest entity for which we are the primary beneficiary and has been consolidated as of December 31, 2004. We have eliminated all intercompany balances and transactions in consolidation. As TEC is 100% owned by our twelve member distribution cooperatives, its equity is presented as a non-controlling interest in our consolidated financial statements. Our non-controlling, 50% or less, ownership interest in other entities is recorded using the equity method of accounting.

We are a not-for-profit wholesale power supply cooperative, incorporated under the laws of the Commonwealth of Virginia in 1948. We have two classes of members. Our Class A members are twelve customer-owned electric distribution cooperatives engaged in the retail sale of power to member consumers located in Virginia, Delaware, Maryland, and parts of West Virginia. Our sole Class B member is TEC, a taxable corporation owned by our member distribution cooperatives. Our board of directors is composed of two representatives from each of the member distribution cooperatives and one representative from TEC. Our rates are not regulated by the respective states’ public service commissions, but are set periodically by a formula that was accepted for filing by the Federal Energy Regulatory Commission (“FERC”) on December 23, 2003. An amendment to the formula was accepted for filing by FERC on February 19, 2005, subject to the outcome of other pending Old Dominion FERC proceedings.

We comply with the Uniform System of Accounts prescribed by FERC. In conformity with accounting principles generally accepted in the United States (“GAAP”), the accounting policies and practices applied by us in the determination of rates are also employed for financial reporting purposes.

In accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” (the “Interpretation”), TEC was considered a variable interest entity for which Old Dominion was the primary beneficiary and has been consolidated as of December 31, 2004. Because TEC was not consolidated until December 31, 2004, TEC’s revenues and expenses for 2004 and 2003 are not included in Old Dominion’s consolidated statements of revenues, expenses and patronage capital and consolidated statements of cash flow for those periods. Beginning in 2005, the income statement of TEC is consolidated and the inter-company revenues and expenses are eliminated in consolidation. The balance sheet of TEC has been consolidated into the financial statements of Old Dominion and all inter-company balances have been eliminated in the consolidation. Because TEC is 100% owned by Old Dominion’s twelve member distribution cooperatives, its equity is presented as a non-controlling interest in Old Dominion’s consolidated financial statements.

TEC was initially capitalized by Old Dominion in 2001 with a $7.5 million cash investment in exchange for all of its capital stock. Old Dominion then distributed all of TEC’s stock as a patronage capital distribution to its member distribution cooperatives. TEC was formed for the primary purpose of purchasing from us, to sell in the market, energy that is not needed to meet the actual needs of Old Dominion’s member distribution cooperatives, acquiring natural gas and forward purchase contracts to hedge the price of natural gas to supply our combustion turbine facilities, and taking advantage of other power-related trading opportunities in the market which will help lower our member distribution cooperatives’ costs. TEC does not engage in speculative trading. Old Dominion first became the primary beneficiary upon the formation of TEC in 2001. As both Old Dominion and TEC were under common control at the date TEC was formed and the date Old Dominion became the primary beneficiary, the initial measurement of TEC’s assets and liabilities was at their carrying amounts.

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The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Actual results could differ from those estimates.

Electric Plant

Electric plant is stated at original cost when first placed in service. Such cost includes contract work, direct labor and materials, allocable overhead, an allowance for borrowed funds used during construction and asset retirement costs. Upon the partial sale or retirement of plant assets, the original asset cost and current disposal costs less sale proceeds, if any, are charged or credited to accumulated depreciation. In accordance with industry practice, no profit or loss is recognized in connection with normal sales and retirements of property units.

Maintenance and repair costs are expensed as incurred. Replacements and renewals of items considered to be units of property are capitalized to the property accounts.

Depreciation

Beginning January 1, 2005, we conducted a new depreciation study and updated our depreciation rates. The new depreciation rates resulted in an increase in depreciation of approximately $0.7 million as compared to the prior year. Depreciation rates, for jointly-owned depreciable plant balances at the Clover Power Station (“Clover”) were approximately 1.8%, 2.1%, and 2.7% in 2005, 2004, and 2003, respectively. Depreciation rates, for jointly-owned depreciable plant balances at the North Anna Nuclear Power Station (“North Anna”) were approximately 3.2%, 2.1%, and 1.5% in 2005, 2004, and 2003, respectively. In 2003, the operating licenses for North Anna were extended for an additional 20 years. Our depreciation expense has been adjusted to reflect the license extension for all periods presented. Our Louisa generating facility (“Louisa”) and Rock Springs generating facility (“Rock Springs”) became commercially operable in June 2003. Our Marsh Run generating facility (“Marsh Run”) became commercially operable in September 2004. The depreciation rates for Louisa, Marsh Run, and Rock Springs was approximately 3.6%, 3.6%, and 3.8%, respectively in 2005. The depreciation rates for Louisa, Marsh Run and Rock Springs were approximately 3.4%, 3.6%, and 3.6%, respectively, in 2004. The depreciation rates for Louisa and Rock Springs were approximately 3.4% and 3.6%, respectively in 2003.

Nuclear Fuel

Nuclear fuel is amortized on a unit of production basis sufficient to fully amortize the cost of fuel over the estimated service life and is recorded in fuel expense.

In accordance with the Nuclear Waste Policy Act of 1982, the Department of Energy (“DOE”) is required to provide for the permanent disposal of spent nuclear fuel produced by nuclear facilities, such as North Anna, in accordance with contracts executed with the DOE. However, since the DOE did not begin accepting spent fuel in 1998 as specified in its contracts, Virginia Electric & Power Company (“Virginia Power”) is providing on-site spent nuclear fuel storage at the North Anna facility. These facilities are expected to be adequate until the DOE begins accepting the spent nuclear fuel. Virginia Power will continue to safely manage its spent nuclear fuel until the DOE begins accepting the spent nuclear fuel. In January 2004, Virginia Power filed a lawsuit seeking recovery damages for breech of the standard contract due to the DOE’s delay in accepting spent nuclear fuel for North Anna.

Fuel, Materials and Supplies

Fuel, materials and supplies is primarily comprised of spare parts for our generating assets, which are recorded at lower of cost or market, and fuel, which consists primarily of coal and #2 fuel oil, which is recorded at average cost.

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Allowance for Borrowed Funds Used During Construction

Allowance for borrowed funds used during construction is defined as the net cost of borrowed funds used for construction purposes during the construction period and a reasonable rate on other funds when so used. We capitalize interest on borrowings for significant construction projects. Interest capitalized in 2005, 2004, and 2003, was $0.2 million, $8.2 million, and $14.5 million, respectively.

Income Taxes

As a not-for-profit electric cooperative, we are currently exempt from federal income taxation under Section 501(c)(12) of the Internal Revenue Code of 1986, as amended, and we intend to continue to operate in this manner. Based on our assessment and evaluations of relevant authority, we believe we could sustain treatment as a tax-exempt utility in the event of a challenge of our tax status. Accordingly, no provisions for income taxes has been recorded based on Old Dominion’s operations in the accompanying consolidated financial statements.

TEC, a taxable corporation, has been consolidated in the accompanying financial statements as of December 31, 2004, and its provision for income taxes was approximately $0.9 million as of December 31, 2005.

Operating Revenues

Our operating revenues are derived from sales to our members and non-members. We sell energy to our Class A members pursuant to long-term wholesale power contracts that we maintain with each of our member distribution cooperatives. These wholesale power contracts obligate each member distribution cooperative to pay us for power furnished in accordance with our rates. Power furnished is determined based on month-end meter readings. At December 31, 2005, 2004, and 2003, sales to our member distribution cooperatives were $657.0 million, $564.6 million, and $511.5 million, respectively. See Note 5—Wholesale Power Contracts—to the Consolidated Financial Statements.

We sell excess purchased energy and excess generated energy from our combustion turbine facilities, if any, to our Class B member under FERC market-based rate authority. Beginning January 1, 2005, the income statement of TEC is consolidated and the inter-company revenues and expenses are eliminated in consolidation. Therefore, we reported no sales to TEC in 2005. TEC’s sales to third parties are reflected as non-member revenues. Sales to TEC consisted primarily of sales of excess energy that we did not need to meet the actual needs of our member distribution cooperatives. We sold the portion of this energy that could not be utilized by our member distribution cooperatives to TEC for resale into the market, or to non-members. In 2004, and 2003, sales to TEC were $18.9 million, and $14.3 million, respectively. Excess purchased energy that is not sold to TEC is sold to the PJM Interconnection, LLC (“PJM”) under its rates for providing energy imbalance service. Prior to May 1, 2005, excess energy from Clover was sold to Virginia Power. For the years ended December 31, 2005, 2004, and 2003, energy sales to non-members were $80.7 million, $4.9 million, and $9.8 million, respectively.

Regulatory Assets and Liabilities

We account for certain revenues and expenses as a rate-regulated entity in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 71, “Accounting for the Effects of Certain Types of Regulation.” SFAS No. 71 which allows certain revenues and expenses to be deferred at the discretion of our board of directors, pursuant to their budgetary and rate setting authority, if it is probable that such amounts will be refunded or recovered through our formulary rate in future years. Regulatory assets represent certain costs that are expected to be recovered from our member distribution cooperatives based on rate action by our board of directors in accordance with our formulary rate. Regulatory liabilities represent certain probable future reductions in revenues associated with amounts that are to be refunded to our member distribution cooperatives based on rate action by our board of directors in accordance with our formulary rate. Certain regulatory assets are included in deferred charges. Certain regulatory liabilities are included in deferred credits and other liabilities. Deferred energy, which can be either a regulatory asset or a regulatory liability, (see Note 1—Deferred Energy—to the Consolidated Financial Statements) is included in current assets or current liabilities. The regulatory assets and liabilities will be recognized as expenses or as a reduction in expenses, concurrent with their recovery through rates.

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Debt Issuance Costs

Capitalized costs associated with the issuance of debt totaled $11.3 million and $12.5 million, at December 31, 2005 and 2004, respectively and are included in deferred charges – other. These costs are being amortized using the effective interest method over the life of the respective debt issues, and are included in interest charges, net.

Deferred Credits and Other Liabilities—Other

Deferred credits and other liabilities—other, includes gains on long-term lease transactions (see Note 6— Long-Term Lease Transactions—to the Consolidated Financial Statements), DOE decontamination and decommissioning liability, and liabilities associated with benefit plans for certain executives. Gains on long-term lease transactions totaled $36.5 million and $39.3 million at December 31, 2005 and 2004, respectively. These gains are being amortized into income ratably over the terms of the operating leases as a reduction to depreciation, amortization and decommissioning expense.

Deferred Energy

We use the deferral method of accounting to recognize differences between our energy expenses and our energy revenues collected from our member distribution cooperatives. Our deferred energy balance represents the net accumulation of any previous under- or over-collection of energy costs. At December 31, 2005, we had an under-collected deferred energy balance of $21.3 million. At December 31, 2004, we had an over-collected deferred energy balance of $4.8 million. Over-collected deferred energy balances are refunded to our member distribution cooperatives in subsequent periods in accordance with the tariffs then in effect. Under-collected deferred energy balances are collected from our members in subsequent periods.

Financial Instruments (including Derivatives)

Financial instruments included in the decommissioning fund are classified as available for sale, and accordingly, are carried at fair value. Unrealized gains and losses on investments held in the decommissioning fund are deferred as a regulatory liability or a regulatory asset until realized.

Our investments in marketable securities, which are actively managed, are classified as available for sale and are recorded at fair value. Unrealized gains or losses on these investments, if material, are reflected as a component of other comprehensive income. Investments in debt securities that we have the positive intent and ability to hold to maturity are classified as held to maturity and are recorded at amortized cost. See Note 7—Investments—to the Consolidated Financial Statements. Other investments are recorded at cost, which approximates market value.

We purchase power under both long-term and short-term physically-delivered forward contracts to supply power to our member distribution cooperatives under “all requirements” wholesale power contracts. These forward purchase contracts meet the accounting definition of a derivative; however, a majority of the forward purchase derivative contracts qualify for the normal purchases/normal sales exception under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities.” As a result, these contracts are not recorded at fair value. We record a liability and purchased power expense when the power under the forward contract is delivered.

We also purchase natural gas futures generally for three years or less to hedge the price of natural gas for the operation of our combustion turbine facilities and for use as a basis in determining the price of power in certain forward power purchase agreements. These derivatives do not qualify for the normal purchases/normal sales exception. For all derivative contracts that do not qualify for the normal purchases/normal sales accounting exception, we may elect cash flow hedge accounting in accordance with SFAS No. 133. Accordingly, gains and

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losses on derivative contracts are deferred into Other Comprehensive Income until the hedged underlying transaction occurs or is no longer likely to occur. For derivative contracts where hedge accounting is not utilized, or for which ineffectiveness exists, we defer all remaining gains and losses on a net basis as a regulatory asset or liability in accordance with SFAS No. 71 “Accounting for Certain Types of Regulation.” These amounts are subsequently reclassified as purchased power or fuel expense in our Consolidated Statements of Revenues, Expenses, and Patronage Capital as the power or fuel is delivered and/or the contract settles.

Generally, derivatives are reported on the Consolidated Balance Sheet at fair value. The measurement of fair value is based on actively quoted market prices, if available. Otherwise, we seek indicative price information from external sources, including broker quotes and industry publications. For individual contracts, the use of differing assumptions could have a material effect on the contract’s estimated fair value. During 2005, 2004, and 2003, we expensed option premiums totaling $0.8 million, $1.4 million, and $2.7 million, respectively, as purchased power expense.

During 2003, we reclassified $10.9 million of net unrealized gains from accumulated other comprehensive income to operating expense. The effect of the amounts being reclassified to expense were offset by the recognition of the hedged transactions. Hedge ineffectiveness during the year ended December 31, 2005, was $0.2 million. There was no hedge ineffectiveness during the years ended December 31, 2004, and December 31, 2003.

Risk Management Policy

We have established an internal Risk Management Committee to monitor the compliance with our established risk management policies.

We are exposed to market risks associated with commodity prices for energy and fuel related to our business operations. Through our relationship with ACES Power Marketing LLC (“APM”), we have formulated policies and procedures to manage the risks associated with these price fluctuations. We manage our exposure to these fluctuations in energy and fuel market prices by entering into forward purchase contracts to hedge the variability of cash flows associated with changes in market prices of energy. We have operating procedures in place to help ensure that proper internal controls are maintained regarding the use of derivatives.

We are also exposed to credit risk in our business operations. We have adopted a Credit Risk Policy that establishes the basis for determining counterparty credit standards and processes to determine credit limits. Our risk management committee monitors credit exposure on a regular basis. Formal counterparty credit reviews are performed at least annually and informal reviews are performed on an ongoing basis. At December 31, 2005, our counterparties for power and fuel purchases and sales had posted $24.7 million in collateral. At December 31, 2004, none of our counterparties for power and fuel purchases and sales were required to post collateral.

Patronage Capital

We are organized and operate as a cooperative. Patronage capital represents our retained net margins, which have been allocated to our members based upon their respective power purchases in accordance with our bylaws. Any distributions are subject to the discretion of our board of directors and the restrictions contained in the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion and Crestar Bank (predecessor to SunTrust Bank), as trustee (as supplemented by seventeen supplemental indentures thereto and hereinafter referred to as the “Indenture”).

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Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash equivalents, investments, and receivables arising from sales to our members and non-members. We place our temporary cash investments with high credit quality financial institutions and invest in debt securities with high credit standards as required by our board of directors. Cash and cash equivalents balances may exceed FDIC insurance limits. Concentrations of credit risk with respect to receivables arising from sales to our member distribution cooperatives are limited due to the large member consumer base that represents our member distribution cooperatives’ accounts receivable. Receivables from our member distribution cooperatives at December 31, 2005 and 2004, were $80.6 million and $62.4 million, respectively.

Cash Equivalents

For purposes of our Consolidated Statements of Cash Flow, we consider all unrestricted highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

New Accounting Pronouncements

In March 2005, the FASB issued Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations, an Interpretation of Financial Accounting Standards Board (“FASB”) Statement No. 143” (“FIN 47”). FIN 47 is a further clarification of SFAS No. 143 “Accounting for Asset Retirement Obligations” and requires the establishment of a liability for conditional asset retirement obligations. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Uncertainty about the timing and/or method of settlement is required to be considered in the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. We adopted FIN 47 as of December 31, 2005, and the impact on our results of operations and financial condition was immaterial.

Reclassifications

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current year’s presentation.

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NOTE 2—Electric Plant

Our net electric plant is comprised of the following:

	Clover			North Anna			Combustion Turbines			Other			Total
	(in thousands, except percentages)
Ownership interest		50	%		11.6	%		100	%		100	%
Electric plant in service	$	655,265		$	272,225		$	575,386		$	16,702		$	1,519,578
Accumulated depreciation		(289,944	)		(132,698	)		(42,057	)		(6,036	)		(470,735	)
Nuclear fuel		—			48,218			—			—			48,218
Accumulated amortization of nuclear fuel		—			(39,200	)		—			—			(39,200	)
Plant acquisition adjustment		—			51,816			—			—			51,816
Accumulated amortization of plant acquisition adjustment		—			(51,816	)		—			—			(51,816	)
Construction work in progress		415			15,895			—			55			16,365
	$	365,736		$	164,440		$	533,329		$	10,721		$	1,074,226

Investment in Jointly Owned Generating Facilities

We hold a 50% undivided ownership interest in Clover, a two-unit, 882 MW (net capacity rating) coal-fired electric generating facility operated by Virginia Power. We are responsible for 50% of all post-construction additions and operating costs associated with Clover, as well as a pro-rata portion of Virginia Power’s administrative and general expenses for Clover, and must fund these items. Our portion of assets, liabilities, and operating expenses associated with Clover are included in our consolidated financial statements. At December 31, 2005 and 2004, we had an outstanding accounts payable balance of $5.1 million and $4.0 million, respectively, due to Virginia Power for operation, maintenance, and capital investment at the Clover facility.

We have an 11.6% undivided ownership interest in North Anna, a two-unit, 1,842 MW (net capacity rating) nuclear power facility, as well as nuclear fuel and common facilities at the power station, and a portion of spare parts inventory, and other support facilities. North Anna is operated by Virginia Power, which owns the balance of the plant. We are responsible for 11.6% of all post acquisition date additions and operating costs associated with the plant, as well as a pro-rata portion of Virginia Power’s administrative and general expenses for North Anna, and must fund these items. Our portion of assets, liabilities, and operating expenses associated with North Anna are included in our consolidated financial statements. At December 31, 2005 and 2004, we had an outstanding accounts payable balance of $4.2 million and $0.5 million, respectively, due to Virginia Power for operation, maintenance, and capital investment at the North Anna facility

Projected capital expenditures for Clover for 2006 through 2008 are $4.5 million, $2.5 million and $8.0 million, respectively. Projected capital expenditures for North Anna for 2006 through 2008 are $13.5 million, $15.8 million and $15.2 million, respectively.

Property, Plant & Equipment

We own three combustion turbine facilities that are carried at cost, less accumulated depreciation. We also own distributed generation facilities, which are included in “Other” in the net electric plant table. Projected capital expenditures for our combustion turbine facilities for 2006 through 2008 are $2.5 million, $0.5 million, and $0.5 million, respectively. Projected capital expenditures for our distributed generation facilities and other for 2006 through 2008 are $1.5 million, $0.7 million and $0.7 million, respectively.

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NOTE 3— Accounting for Asset Retirement Obligations

We adopted SFAS No. 143 “Accounting for Asset Retirement Obligations” effective January 1, 2003. SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized asset is depreciated over the useful life of the long-lived asset. SFAS No. 143 requires that any transition adjustment determined at adoption be recognized as a cumulative effect of change in accounting principle.

In the absence of quoted market prices, we determined fair value by using present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit adjusted risk free rate. Our estimated liability could change significantly if actual costs vary from assumptions or if governmental regulations change significantly.

SFAS No. 143 applies to the decommissioning of North Anna, certain asset retirement obligations at Clover, as well as certain asset retirement obligations at our Louisa, Marsh Run, and Rock Springs combustion turbine facilities and our distributed generation facilities. At December 31, 2002, we had recorded a liability for the decommissioning of North Anna of $56.7 million, which equaled the balance in our nuclear decommissioning trust fund. At January 1, 2003, our liability for the decommissioning of North Anna as well as our liabilities associated with Clover and the distributed generation facilities as calculated under SFAS No. 143 were $39.0 million. This liability was calculated using the present value of estimated future cash flows. We also recorded plant assets totaling $12.3 million and offsetting accumulated depreciation of $4.4 million. The majority, $28.8 million, of the difference between what was recorded prior to January 1, 2003, and the net amount of what we recorded under SFAS No. 143 has been deferred as a regulatory liability. The remainder, $3.3 million, represents the cumulative effect of change in accounting principle.

The following represents changes in our asset retirement obligations for the years ended December 31, 2005 and 2004 (in thousands):

Asset retirement obligations at December 31, 2003	$	42,997
Additional asset retirement obligations - new facilities		1,047
Accretion expense		2,251
Asset retirement obligations at December 31, 2004	$	46,295
Additional asset retirement obligations - FIN 47		19
Accretion expense		2,496
Asset retirement obligations at December 31, 2005	$	48,810

As discussed in Note 1—Depreciation—to the Consolidated Financial Statements, the cash flow estimates for North Anna’s asset retirement obligations were based upon the 20-year life extension. Given the life extension, the level of decommissioning trust fund currently appears to be adequate to fund North Anna’s asset retirement obligations and no additional funding is currently required. Therefore, with the approval by FERC, we ceased collection of decommissioning expense in August 2003. As we are not currently collecting decommissioning expense in our rates, we are deferring as part of our SFAS No. 143 regulatory liability (See Note 8—Regulatory Assets and Liabilities—to the Consolidated Financial Statements) the difference between the earnings on the decommissioning trust fund and the total asset retirement obligation related depreciation and accretion expense for North Anna.

NOTE 4—Power Purchase Agreements

In 2005, 2004, and 2003, our owned generating facilities together furnished approximately 43.3%, 47.4%, and 48.3%, respectively, of our energy requirements. The remaining needs were satisfied through long-term and short-term physically-delivered forward purchase power agreements with other power suppliers and purchases of energy in the spot markets.

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Our most significant long-term power purchase arrangements are with Virginia Power, the operator and co-owner of Clover and North Anna. We have an agreement with Virginia Power, which grant us the right, but not the obligation, to purchase energy at a price determined by reference to a specified natural gas index (the Operating and Sales Agreement, or “OPSA”). In addition, we have other contractual arrangements with Virginia Power which permit us to purchase reserve capacity and energy. We intend to purchase our reserve capacity requirements for Clover and North Anna from Virginia Power under these arrangements until either the date on which all facilities at North Anna have been retired or decommissioned or the date we have no interest in North Anna, whichever is earlier.

The purchase price we pay for any reserve energy purchased under these arrangements equals the natural gas-indexed price we pay for intermediate energy under our other agreements with Virginia Power. In addition to Virginia Power, we have other long-term power purchase agreements with Mid-Atlantic utilities which provide a small portion of our capacity and energy requirement.

The remainder of our energy requirements are provided by the market. We purchase significant amounts of power in the market through long-term and short-term physically-delivered forward power purchase contracts. We also purchase power in the spot market. This approach to meeting our member distribution cooperatives’ energy requirements is not without risks. To mitigate these risks, we attempt to match our energy purchases with our energy needs to reduce our spot market purchases of energy. Additionally, we have developed policies and procedures to manage the risks in the changing business environment. These procedures, developed in cooperation with APM, are designed to strike the appropriate balance between minimizing costs and reducing energy cost volatility.

Our purchased power costs for 2005, 2004, and 2003 were $434.6 million, $314.8 million, and $295.4 million, respectively.

Our power purchase agreements contain certain firm capacity and minimum energy requirements. As of December 31, 2005, our minimum purchase commitments under the various agreements, without regard to capacity reductions or cost adjustments, were as follows:

Year Ending December 31,	Firm Capacity Requirements		Minimum Energy Requirements		Total
	(in millions)
2006	$	1.2	$	259.5	$	260.7
2007		0.4		119.5		119.9
2008		—		77.7		77.7
	$	1.6	$	456.7	$	458.3

Congestion

Primarily due to transmission import limitations into the Delmarva Peninsula, our net congestion costs for 2005, 2004, and 2003, were approximately $14.1 million, $7.0 million, and $2.6 million, respectively. These costs were incurred under the PJM Independent System Operator rules when higher cost generation must be run due to transmission constraints.

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NOTE 5—Wholesale Power Contracts

We have a wholesale power contract with each of our member distribution cooperatives whereby each member distribution cooperative is obligated to purchase substantially all of its power requirements from us through the year 2028 and beyond 2028 unless either party gives the other at least three years notice of termination. Each such contract provides that we shall provide all of the power that the member distribution cooperative requires for the operation of its system, with limited exceptions, to the extent that we have the power and facilities available. Each member distribution cooperative is required to pay us monthly for power furnished under its wholesale power contract in accordance with rates and charges established by us pursuant to our formulary rate, which has been accepted by FERC. Under the accepted formulary rate, our rates are developed using a rate methodology under which all categories of costs are specifically separated as components of the formula to determine our revenue requirements. The formula is intended to permit collection of revenues, which, together with revenues from all other sources, are equal to all costs and expenses, plus an additional 20% of total interest charges, plus additional equity contributions as approved by our board of directors. It also provides for the periodic adjustment of our rates to recover actual, prudently incurred costs, whether they increase or decrease, without further application to or acceptance by FERC except for the adjustment for the collection of decommissioning costs. In accordance with the formula, the board of directors can authorize accelerating the recovery of costs in the establishment of rates.

The formulary rate allows us to recover and refund amounts under our Margin Stabilization Plan. We have a Margin Stabilization Plan that allows us to review our actual capacity-related cost of service and capacity revenues as of year end and adjust revenues from our member distribution cooperatives to meet our financial coverage requirements and accumulate additional equity as required by our board of directors. We record all adjustments, whether increases or decreases, in the year affected and allocate any adjustments to our member distribution cooperatives based on power sales during that year. We collect these increases from our member distribution cooperatives, or offset decreases against amounts owed by our member distribution cooperatives to us, in the succeeding calendar year. Each quarter we adjust revenues and accounts payable—members or accounts receivable, as appropriate, to reflect that adjustment. In 2005 and 2003, under our Margin Stabilization Plan, we reduced operating revenues by $13.3 million and $3.2 million, respectively, and increased accounts payable—members by the same amounts. There was no adjustment to operating revenues under our Margin Stabilization Plan in 2004.

Revenues from the following member distribution cooperatives equaled or exceeded 10% of our total revenues for the past three years:

	Year Ended December 31,
	2005		2004		2003
	(in millions)
Northern Virginia Electric Cooperative	$	186.5	$	159.7	$	142.0
Rappahannock Electric Cooperative		142.0		120.8		106.9
Delaware Electric Cooperative		72.2		61.0		56.7

NOTE 6—Long-term Lease Transactions

On March 1, 1996, we entered into a long-term lease transaction with an owner trust for the benefit of an institutional equity investor. Under the terms of the transaction, we entered into a 48.8 year lease of our interest in Clover Unit 1 (valued at $315.0 million) to such owner trust, and simultaneously entered into a 21.8 year lease of the interest back from such owner trust. As a result of the transaction, we recorded a deferred gain of $23.6 million, which is being amortized into income ratably over the 21.8 year operating lease term, as a reduction to operating expenses.

We have provided for all of our periodic basic rent payments under the lease by investing in obligations issued or insured by entities, the claims paying ability or senior debt obligations of which are rated “AAA” by Standard & Poor’s Ratings Services (“S&P”) and “Aaa” by Moody’s Investors Service (“Moody’s”). At the end of

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the term of the leaseback, we have three options: (1) retain possession of the interest in the unit by paying a fixed purchase price to the owner trust, (2) return possession of the interest to the owner trust and arrange for an acceptable third party to enter into a power purchase agreement with the owner trust, or (3) return possession of the interest and pay a termination amount to the owner trust.

On July 31, 1996, we entered into a long-term lease transaction with a business trust created for the benefit of another equity investor. Under the terms of the transaction, we entered into a 63.4 year lease of our interest in Clover Unit 2 (valued at $320.0 million) to such business trust and simultaneously entered into a 23.4 year lease of the interest back from such business trust. As a result of the transaction, we recorded a deferred gain of $39.3 million, which is being amortized into income ratably over the 23.4 year operating lease term, as a reduction to operating expenses.

At December 31, 2005, and December 31, 2004, the unamortized portion of the deferred gains was $36.5 million and $39.3 million, respectively.

As with the Clover Unit 1 lease, the leaseback of Clover Unit 2 contains events of default, which could result in termination of the lease and loss of possession and right to the output of the unit. At the end of the term of the leaseback, we have three options: (1) retain possession of the interest in the unit by paying a fixed purchase price to the owner trust, (2) return possession of the interest to the owner trust and arrange for an acceptable third party to enter into a power purchase agreement with the owner trust, or (3) return possession of the interest and pay a termination amount to the owner trust.

Immediately after the leases to the owner trusts, we leased the units back for terms of 21.8 years and 23.4 years, respectively, and agreed to make periodic rental payments to the owner trusts. We used a portion of the one-time rental payments we received in each transaction to enter into payment undertaking agreements and to purchase investments, which provide for substantially all of our periodic basic rent payments under the leasebacks; and the fixed purchase price of the interests in the units at the end of the terms of the leasebacks if we exercise our option to purchase the interests of the owner trusts in the units at that time. At December 31, 2005 and December 31, 2004, the amount of debt considered to be extinguished by in substance defeasance was $519.9 million and $526.2 million, respectively.

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NOTE 7—Investments

Investments were as follows at December 31, 2005 and 2004:

Description	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
December 31, 2005
Available for Sale
Corporate obligations	$	7,675	$	—	$	—		$	7,675
Registered investment companies(1)		32,004		—		(532	)		31,472
Common stock		37,628		9,996		—			47,624
Short-term investments		60,143		—		—			60,143
	$	137,450	$	9,996	$	(532	)	$	146,914
Held to Maturity
U.S. Government obligations	$	60,447	$	24,957	$	—		$	85,404
Corporate obligations		45,728		—		—			45,728
	$	106,175	$	24,957	$	—		$	131,132
Other	$	1,724	$	—	$	—		$	1,724
December 31, 2004
Available for Sale
Municipal bonds	$	2,500	$	—	$	—		$	2,500
Corporate obligations		10,501		40		—			10,541
Registered investment companies(1)		30,684		215		—			30,899
Common stock		35,426		9,151		—			44,577
Short-term investments		60,995		—		—			60,995
	$	140,106	$	9,406	$	—		$	149,512
Held to Maturity
U.S. Government obligations	$	56,590	$	21,555	$	—		$	78,145
Corporate obligations		42,712		—		—			42,712
	$	99,302	$	21,555	$	—		$	120,857
Other	$	1,706	$	—	$	—		$	1,706

⁽¹⁾ Investments included herein are primarily invested in corporate obligations.

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Contractual maturities of debt securities at December 31, 2005, were as follows:

Description	Less Than One Year		One Through Five Years		More Than Five Years		Total
	(in thousands)
Available for Sale	$	7,675	$	—	$	—	$	7,675
Held to Maturity		277		846		105,052		106,175
	$	7,952	$	846	$	105,052	$	113,850

As discussed in Note 3, realized gains and losses related to assets held in the decommissioning trust are deferred as a regulatory liability. Realized gains and losses for all other available-for-sale securities were not significant for any period presented.

NOTE 8 – Regulatory Assets and Liabilities

In accordance with SFAS No. 71, we record regulatory assets and liabilities that result from our ratemaking. Our regulatory assets and liabilities at December 31, 2005 and 2004, were as follows:

	2005		2004
	(in thousands)
Regulatory Assets:
Unamortized losses on reacquired debt	$	36,887	$	39,550
Deferred transportation costs		5,919		8,438
Deferred asset retirement costs		496		513
DOE decontamination and decommissioning		451		884
Deferred power costs		—		1,062
Deferred net unrealized losses on derivative instruments		—		3,473
Total Regulatory Assets	$	43,753	$	53,920
Regulatory Liabilities:
Deferred net unrealized gains on derivative instruments	$	52,466	$	—
North Anna SFAS No. 143 deferral		32,234		31,244
North Anna decommissioning fund market value adjustment		9,464		9,366
Unamortized gains on reacquired debt		1,107		1,172
Total Regulatory Liabilities	$	95,271	$	41,782
Regulatory Assets included in Current Assets:
Deferred energy	$	21,328	$	—
Regulatory Liabilities included in Current Liabilities:
Deferred energy	$	—	$	4,807

The regulatory assets will be recognized as expenses concurrent with their recovery through rates and the regulatory liabilities will be recognized as a reduction to expenses concurrent with their refund through rates.

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Regulatory assets included in deferred charges are detailed as follows:

• Unamortized losses on reacquired debt are the costs we incurred to purchase our outstanding indebtedness prior to its scheduled retirement. These losses are amortized over the life of the original indebtedness and will be fully amortized in 2023.

• Deferred transportation costs. We began amortizing these costs April 1, 2005, and they will be recovered through rates over 21 months.

• Deferred asset retirement costs for the cumulative effect of change in accounting principle for the Clover and distributed generation facilities as a result of the adoption of SFAS No. 143.

• Deferred power costs resulted from FERC Docket No. EL98600 and represent additional charges for transmission service to Public Service Electric & Gas Company for surcharge amounts of pancaked rates from April 1, 1998, through December 31, 2002. We began amortizing these costs February 1, 2003, and they were fully recovered through rates at December 31, 2005.

• DOE decontamination and decommissioning represents our share of the costs for decontamination and decommissioning levied under the Atomic Energy Act of 1954, as amended by Title XI of the Energy Policy Act of 1992. These costs will be fully amortized in 2007.

• Deferred net unrealized losses on derivative instruments. These losses will be matched and recognized in the same period the expense is incurred for the hedged item.

Regulatory liabilities included in deferred credits and other liabilities are detailed as follows:

• Deferred net unrealized gains on derivative instruments. These gains will be matched and recognized in the same period the expense is incurred for the hedged item.

• North Anna SFAS No. 143 deferral is the cumulative effect of change in accounting principle as a result of the adoption of SFAS No. 143.

• North Anna decommissioning fund market value adjustment is the market value adjustment on the decommissioning trust fund.

• Unamortized gains on reacquired debt are the gains we recognized when we purchased our outstanding indebtedness prior to its scheduled retirement. These gains are amortized over the life of the original indebtedness and will be fully amortized in 2023.

Regulatory assets included in current assets are detailed as follows:

• Deferred energy—see Note 1—Deferred Energy—to the Consolidated Financial Statements for our method of accounting for deferred energy.

Regulatory liabilities included in current liabilities are detailed as follows:

• Deferred energy—see Note 1—Deferred Energy—to the Consolidated Financial Statements for our method of accounting for deferred energy.

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NOTE 9—Long-term Debt

Long-term debt consists of the following:

	December 31,
	2005			2004
	(in thousands)
$250,000,000 principal amount of 2003 Series A Bonds due 2028 at an interest rate of 5.676%	$	239,583		$	250,000
$27,755,000 principal amount of 2002 Series A Bonds due 2028 at an interest rate of 5.00%		27,755			27,755
$32,455,000 principal amount of 2002 Series A Bonds due 2028 at an interest rate of 5.625%		32,455			32,455
$300,000,000 principal amount of 2002 Series B Bonds due 2028 at an interest rate of 6.21%		287,500			300,000
$215,000,000 principal amount of 2001 Series A Bonds due 2011 at an interest rate of 6.25%		215,000			215,000
$109,182,937 principal amount of First Mortgage Bonds, 1996 Series B, due 2018 at an effective interest rate of 7.06%		108,601			108,601
$120,000,000 principal amount of First Mortgage Bonds, 1993 Series A, due 2023 at an interest rate of 7.78%		1,000			1,000
Virginia Electric and Power Company Promissory Note (North Anna), due 2008 with variable interest rates (averaging 4.18% in 2005, and 3.22% in 2004)		6,750			6,750
		918,644			941,561
Less unamortized discounts and premiums		(62,747	)		(65,734	)
Less current maturities		(22,917	)		(22,917	)
Total Long-term Debt	$	832,980		$	852,910

At December 31, 2005, deferred gains and losses on reacquired debt totaled a net loss of approximately $35.8 million.

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Estimated maturities of long-term debt for the next five years and thereafter are as follows:

Year Ending December 31,	(in thousands)
2006	$	22,917
2007		22,917
2008		29,667
2009		22,917
2010		22,917
2011 and thereafter		797,309
	$	918,644

The aggregate fair value of long-term debt was $894.3 million and $931.8 million at December 31, 2005 and 2004, respectively, based on current market prices. For debt issues that are not quoted on an exchange, interest rates currently available to us for issuance of debt with similar terms and remaining maturities are used to estimate fair value. We believe that the carrying amount of debt issues with variable rates is a reasonable estimate of fair value.

Substantially all of our assets are pledged as collateral under the Indenture. Under the Indenture, we may not make any distribution, including a dividend or payment or retirement of patronage capital, to our members if an event of default exists under the Indenture. Otherwise, we may make a distribution to our members if (1) after the distribution, our patronage capital as of the end of the most recent fiscal quarter would be equal to or greater than 20% of our total long-term debt and patronage capital, or (2) all of our distributions for the year in which the distribution is to be made do not exceed 5% of the patronage capital as of the end of the most recent fiscal year. For this purpose, patronage capital and total long-term debt and patronage capital do not include any earnings retained in any of our subsidiaries or affiliates or the debt of any of our subsidiaries or affiliates.

NOTE 10—Short-term Borrowing Arrangements

We maintain committed lines of credit and revolving credit facilities to cover short- and intermediate- term funding needs. Currently, we have short-term committed variable rate lines of credit in the aggregate amount of $180.0 million, all of which are available for general working capital purposes. Additionally, we have two committed three-year revolving credit facilities, $50.0 million each, that are available for capital expenditures and general corporate purposes. These facilities expire on March 18, 2007, and January 30, 2009. At December 31, 2005 and 2004, we had no borrowings or letters of credit outstanding under any of these arrangements. We expect the working capital lines of credit and revolving credit facilities to be renewed as they expire.

We maintain a policy which allows our member distribution cooperatives to pre-pay or extend payment on their monthly power bills. Under this policy, we pay interest on early payment balances at a blended investment and outside short-term borrowing rate, and we charge interest on extended payment balances at a blended prepayment and outside short-term borrowing rate. Amounts advanced by our member distribution cooperatives are included in accounts payable—members and totaled $49.8 million and $38.7 million at December 31, 2005 and 2004, respectively. Amounts extended by our member distribution cooperatives are included in receivables and totaled $12.0 million and $4.4 million at December 31, 2005 and 2004, respectively.

NOTE 11—Employee Benefits

Substantially all of our employees participate in the National Rural Electric Cooperative Association (“NRECA”) Retirement and Security Program, a noncontributory, defined benefit multiple employer master pension plan. We participate in a pension restoration plan, which is intended to provide a supplemental benefit for employees who would have a reduction in their pension benefit from the Retirement and Security Program because of the Internal Revenue Code limitations. The cost of the plans are funded annually by payments to NRECA to ensure that annuities in amounts established by the plan will be available to individual participants upon their retirement. Pension expense for 2005, 2004, and 2003, was $1.0 million, $0.8 million, and $0.6 million, respectively.

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We have also elected to participate in a defined contribution 401(k) retirement plan administered by Diversified Investment Advisors. Under the plan, employees may elect to have up to 100% or $14,000, whichever is less, of their salary withheld on a pretax basis, subject to Internal Revenue Service limitations, and invested on their behalf. We match up to the first 2% of each participant’s base salary. Our matching contributions were $118,000, $110,000, and $96,000, in 2005, 2004, and 2003, respectively.

NOTE 12—Insurance

As a joint owner of North Anna, we are a party to the insurance policies that Virginia Power procures to limit the risk of loss associated with a possible nuclear incident at the station, as well as policies regarding general liability and property coverage. All policies are administered by Virginia Power, which charges us for our proportionate share of the costs.

The Price-Anderson Act provides the public up to $10.8 billion of protection per nuclear incident via obligations required of owners of nuclear power plants. The Price-Anderson Act Amendment of 1988 allows for an inflationary provision adjustment every five years. Virginia Power has purchased $300 million of coverage from commercial insurance pools with the remainder provided through a mandatory industry risk-sharing program. In the event of a nuclear incident at any licensed nuclear reactor in the United States, we, jointly with Virginia Power, could be assessed up to $100.6 million for each licensed reactor not to exceed $15.0 million per year per reactor. There is no limit to the number of incidents for which this retrospective premium can be assessed. The Price-Anderson Act was first enacted in 1957 and has been renewed again in 2005.

Virginia Power’s current level of property insurance coverage, $2.55 billion for North Anna, exceeds the Nuclear Regulatory Commission (“NRC”) minimum requirement for nuclear power plant licensees of $1.06 billion for each reactor site and includes coverage for premature decommissioning and functional total loss. The NRC requires that the proceeds from this insurance be used first to return the reactor to and maintain it in a safe and stable condition and second to decontaminate the reactor and station site in accordance with a plan approved by the NRC. The nuclear property insurance is provided to Virginia Power and us, jointly, by Nuclear Electric Insurance Limited (“NEIL”), a mutual insurance company, and is subject to retrospective premium assessments in any policy year in which losses exceed the funds available to the insurance company. The maximum assessment for the current policy period is $55.0 million. Based on the severity of the incident, the board of directors of the nuclear insurer has the discretion to lower or eliminate the maximum retrospective premium assessment. We, jointly with Virginia Power, have the financial responsibility for any losses that exceed the limits or for which insurance proceeds are not available because they must first be used for stabilization and decontamination.

Virginia Power purchases insurance from NEIL to cover the cost of replacement power during the prolonged outage of a nuclear unit due to direct physical damage of the unit. Under this program, we, jointly with Virginia Power, are subject to a retrospective premium assessment for any policy year in which losses exceed funds available to NEIL. The current policy period’s maximum assessment is $20.0 million.

Our share of the contingent liability for the coverage assessments described above is a maximum of $32.0 million at December 31, 2005.

NOTE 13—Regional Headquarters, Inc.

We own 50% of Regional Headquarters, Inc. (“RHI”), which holds title to the office building that is being partially leased to us, which we account for under the equity method. We are obligated to make lease payments equal to one half of RHI’s annual operating expenses, net of rental income from third party lessees, through the year 2016. During 2005, 2004, and 2003, our rent expense was $0.4 million, $0.3 million, and $0.4 million, respectively.

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Estimated future lease payments, without regard to changes in square footage, third party occupancy rates, operating costs, and inflation are as follows:

Year Ending December 31,	(in thousands)
2006	$	413
2007		413
2008		413
2009		413
2010		413
2011 and thereafter		2,478
	$	4,543

NOTE 14—Supplemental Cash Flows Information

Cash paid for interest, net of allowance for funds used during construction, in 2005, 2004, and 2003, was $68.5 million, $60.9 million, and $57.2 million, respectively.

NOTE 15—Commitments and Contingencies

Legal

Northern Virginia Electric Cooperative (“NOVEC”)

Over the past several years, we have had discussions and negotiations with NOVEC about changing the nature of its wholesale power contract from an all-requirements contract to a partial-requirements contract. Our board of directors is composed of representatives of our member distribution cooperatives and we must reach consensus among our member distribution cooperatives before any change to any of our wholesale power contracts can be made. Building a consensus for any change is difficult because any change in our rate setting methodology or provisions of service affects our various member distribution cooperatives differently.

On January 5, 2006, NOVEC filed a complaint with FERC pursuant to Section 206 of the Federal Power Act seeking reformation of its wholesale power contract. Specifically, NOVEC sought “to modify its [wholesale power contract] to allow NOVEC the flexibility to acquire power and energy over and above that available from NOVEC’s share of Old Dominion’s existing resources.” NOVEC claimed that the wholesale power contract’s terms were no longer just and reasonable or in the public interest because the contract was entered into in 1983, and amended and restated in 1992, prior to an allegedly different era of open transmission access and wholesale power markets. NOVEC stated in the complaint that it would not seek to be relieved of its obligations pertaining to its share of our existing power supply resources. Obligations pertaining to our existing resources include debt service, lease rentals, operation and maintenance expenses, interest coverage requirements and other costs and expenses related to our electric generating facilities and existing power purchase arrangements. On March 2, 2006, FERC denied NOVEC’s complaint. NOVEC has 30 days to file a request for reconsideration of its complaint with FERC.

We intend to continue to vigorously contest NOVEC’s claim and we will not amend or modify the wholesale power contract in any way that could adversely affect our financial condition or that of our other member distribution cooperatives.

Norfolk Southern

In April 1989, we entered into a coal transportation agreement with Norfolk Southern Railway Company (“Norfolk Southern”) for delivery of coal to Clover. The agreement, which was later assigned to Virginia Power as operator of Clover, had an initial 20-year term and provides that the amounts payable for coal transportation services

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are subject to adjustment based on a reference index. In October 2003, Norfolk Southern claimed that it had been using an incorrect reference index to calculate amounts due to it since the inception of the agreement, and that it would begin to escalate prices for these services in the future based on an alternate reference index. On November 26, 2003, together with Virginia Power, we filed suit against Norfolk Southern in the Circuit Court of Halifax County, Virginia, seeking an order to clarify the price escalation provisions in the coal transportation agreement. In its reply to our suit, Norfolk Southern filed a counter-claim and sought (1) recovery from Virginia Power and us for additional amounts resulting from its use of the alternate reference index since December 1, 2003, and (2) an order requiring the parties to calculate the amounts Norfolk Southern claims it was underpaid since the inception of the agreement by using the alternate reference index.

On December 22, 2004, the court found in favor of Norfolk Southern on the issue of ambiguity and held that the price escalation provisions in the agreement were clear and unambiguous. The court later denied Virginia Power’s and our motion to file an amended complaint based on additional evidence that was not considered by the court in the original proceedings. The court permitted Virginia Power and us to file an amended answer to Norfolk Southern’s counter-claims and our amended answer was filed on March 4, 2005.

As of December 31, 2004, we recorded a liability related to the Norfolk Southern dispute and on March 8, 2005, our board of directors approved the creation of the related regulatory asset. The regulatory asset is being amortized over 21 months beginning April 1, 2005 and the amortization of the regulatory asset and the current period charges are being collected through rates. If it is ultimately determined that we owe any such amounts to Norfolk Southern, the amounts are not expected to have a material impact on our financial position or results of operations due to our ability to collect such amounts through rates to our member distribution cooperatives.

Ragnar Benson

In December 2002, we entered into a contract with Ragnar Benson, Inc. (“RBI”) for engineering, procurement and construction services relating to the construction of our Marsh Run combustion turbine facility. Construction of the facility began in April 2003 and the facility was required to be substantially complete in the second quarter of 2004. The facility ultimately became available for commercial operation on September 15, 2004, but is still not substantially complete according to the terms of the contract. On December 23, 2004, we terminated the contract with RBI for default and filed suit in the U.S. District Court for the Eastern District of Virginia, Richmond Division, against RBI seeking liquidated damages for delay in completion of the project up to $15.0 million and damages for breach of contract up to $5.0 million. RBI filed a counterclaim for damages exceeding $15.0 million related to conditions they claim to have encountered during construction. We filed an answer to RBI’s counterclaim denying any liability to RBI. During the discovery phase of the legal proceeding, RBI revised its claim from $15.0 million to $33.0 million.

On September 27, 2005, the U.S. District Court for the Eastern District of Virginia, Richmond Division, ruled on motions for partial summary judgment in our claims against RBI. Specifically, the court granted our motion for partial summary judgment pertaining to claims of entitlement to a change order and fraud allegations, it dismissed six of RBI’s counterclaims, including all counterclaims pertaining to fraud, and it limited our possible recovery of liquidated damages to the liquidated damages cap of approximately $4.7 million. The trial began October 11, 2005 and concluded October 26, 2005. During the trial, RBI revised its claim from $33.0 million to $36.0 million. The case is pending in the U.S. District Court for the Eastern District of Virginia, Richmond Division.

RBI and its parent companies, The Austin Company and Austin Holdings, Inc., filed for bankruptcy under Chapter 11 of the bankruptcy code on October 14, 2005. The automatic litigation stay was lifted for the case between RBI and Old Dominion.

On June 13, 2005, we executed an agreement with RBI’s surety, Seaboard Surety Company (“Seaboard”), under which it assumed all responsibilities for the final completion of the Marsh Run facility in accordance with the terms of the original agreement with RBI. Since RBI declared bankruptcy during the legal proceeding, we served a lawsuit against Seaboard on February 10, 2006, in order to enforce the eventual outcome of the suit with RBI.

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We have reviewed the asserted claims of RBI and Seaboard and believe they are without merit. We do not believe any liability is estimable or probable and we intend to vigorously defend these claims. If it is ultimately determined that we owe any such amounts to RBI, the amounts are not expected to have a material impact on our financial position or results of operations due to our ability to collect such amounts through rates to our member distribution cooperatives.

FERC Proceedings Related to Potential Reorganization

On October 5, 2004, we, together with New Dominion, filed an application at FERC requesting that FERC approve the assignment of our existing wholesale power contracts with our twelve member distribution cooperatives to New Dominion and accept certain changes to our cost-of-service formula to conform it for use by New Dominion for the billing of its sales to the member distribution cooperatives. On December 7, 2004, we filed an application for approval of a new tariff for sales to New Dominion, with charges determined under a cost allocation formula.

On October 26, 2004, Bear Island Paper Company, L.P. (“Bear Island”), a large industrial customer of one of our member distribution cooperatives, intervened in these FERC proceedings. On October 29, 2004, the VSCC also intervened in the FERC proceedings. The VSCC did not file arguments against the proposed reorganization and other changes but supported Bear Island’s request for a hearing. On January 14, 2005, NOVEC intervened in the FERC proceedings related to the proposed reorganization.

On March 8, 2005, FERC issued an order that set the proposed assignment of the wholesale power contracts for hearing on the limited issue of whether a recent Old Dominion credit downgrade could raise rates, and, if so, whether the downgrade is due to the proposed transaction. The hearing was conducted on October 18 through 20, 2005, and concluded on November 2, 2005. The initial decision was issued on February 2, 2006, and the judge ruled in our favor on all material issues. On March 6, 2006, NOVEC filed its exceptions to the initial decision and we have 20 days to respond to NOVEC’s exceptions.

On March 8, 2005, FERC issued a second separate order, in which FERC consolidated the applications for an amended cost-of-service formula for New Dominion’s sales to the member distribution cooperatives, and for the cost allocation formula for our sales to New Dominion, then accepted them for filing, suspended them (subject to refund) and set them for hearing and settlement procedures. We began settlement discussions in March 2005 regarding the formulary rate. On October 5, 2005, a joint motion to suspend the procedural schedule was filed as a result of progressing settlement discussions and on October 6, 2005, the motion was granted and the procedural schedule was suspended. On October 14, 2005, we filed an offer of partial settlement with Bear Island and the VSCC to settle all the issues in these FERC proceedings and on December 23, 2005, the judge issued a Certification of Contested Partial Settlement and recommended that FERC approve the settlement without modification.

Other

Other than the issues discussed above and certain other legal proceedings arising out of the ordinary course of business that management believes will not have a material adverse impact on our results of operations or financial condition, there is no other litigation pending or threatened against us.

Environmental

We are subject to federal, state, and local laws and regulations and permits designed to protect human health and the environment and regulating the emission, discharge, or release of pollutants into the environment. We believe we are in material compliance with all current requirements of such environmental laws and regulations and permits. As with all electric utilities, the operation of our generating units could, however, be affected by future environmental regulations. Capital expenditures and increased operating costs required to comply with any future regulations could be significant.

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Our direct capital expenditures for environmental control facilities at Clover and North Anna, excluding capitalized interest, were immaterial in 2005. Based on information provided by Virginia Power, our portion of direct capital expenditures for environmental control facilities planned for Clover and North Anna over the next three years is estimated to be approximately $0.1 million and $0.8 million, respectively. These expenditures are included in our estimated capital expenditures for the years 2006 through 2008. Based upon information provided by Virginia Power, we anticipate that beginning in 2011, we will have an increase in our direct capital expenditures for environmental control facilities at Clover. In 2005, we did not have any direct capital expenditures for environmental control facilities at our Louisa, Marsh Run and Rock Springs combustion turbine facilities and there are currently no projected direct capital expenditures for environmental control facilities in 2006, 2007 or 2008.

The most important environmental law affecting our operations is the Clean Air Act. The Clean Air Act requires, among other things, that owners and operators of fossil fuel-fired power stations limit emissions of sulfur dioxide (“SO₂”) and nitrogen oxides (“NO_x”). Under the Clean Air Act’s Acid Rain Program, each of our fossil fuel-fired plants must obtain SO₂ allowances equal to the number of tons of SO₂ they emit into the atmosphere annually. As an existing facility, Clover receives an annual allocation of SO₂ allowances at no cost based upon its baseline operations. Newer facilities, including Louisa, Marsh Run and Rock Springs, need to obtain allowances, but because they are primarily gas-fired, the number of SO₂ allowances they must obtain are expected to be minimal and will be supplied from excess SO₂ allowances allocated to Clover. Future changes in the Acid Rain Program, including increases in the cost of SO₂ allowances or the ratio of allowances to emissions, could increase our costs of operation.

Pursuant to the Clean Air Act, both Virginia and Maryland have enacted regulations to reduce the emissions of NO_x by establishing NO_x allowance programs similar to federal SO₂ allowance programs. Clover is meeting its NO_x emissions limitations through the use of conventional and advanced pollution control equipment. NO_x emissions allowances will be purchased to meet the NO_x reduction requirement that is not met by the NO_x emission control equipment. We have an agreement with Virginia Power to provide us with the option each year to purchase from it the NO_x emissions allowances necessary to compensate for any shortfall between our NO_x emissions allowance requirement for Clover and our portion of the regulatory NO_x emissions allocation for Clover.

Louisa, Marsh Run and Rock Springs will each emit significant amounts of NO_x. As new sources, they were designed with advanced technologies that reduce the formation of NO_x emissions, and will be required to meet stringent NO_x emission limits. Each facility is required to obtain allowances for every ton of NO_x they emit during the ozone season (May through September). When designing their respective programs, Virginia and Maryland both set aside a number of NO_x allowances to be allocated to new fossil fuel electric power generating sources based on their emissions rates. In 2004, the Virginia General Assembly designated that the 2004 and 2005 NO_x set aside allowances for new fossil fuel electric power generating sources were to be sold at auction. Therefore, both our Louisa and Marsh Run facilities had to purchase their NO_x allowances from the market for 2005. We anticipate that from 2006 forward NO_x new set aside allowances will be available for Louisa and Marsh Run until these units become part of Virginia’s NO_x budget. NO_x emission allowances that are not received from the new source set aside pools will be purchased in the market for the operation of all three combustion turbine facilities. We project that we will be able to obtain sufficient quantities of NO_x allowances in the future at commercially reasonable prices, but increased NO_x emissions or increased restrictions could cause the price of allowances to be higher than we expect.

On March 10, 2005, the EPA issued the Clean Air Interstate Rule (“CAIR”), which will permanently cap emissions of SO₂ and NO_x in the eastern United States, which includes Virginia and Maryland. CAIR achieves large reductions of SO₂ and/or NO_x emissions across 28 eastern states and the District of Columbia. States must achieve the required emission reductions using one of two compliance options: (1) meet the state’s emission budget by requiring power plants to participate in an EPA administered interstate cap and trade system that caps emissions in two stages, or (2) meet an individual state emissions budget through measures of the state’s choosing. The Clean Air Act also requires that states meet the new national, health-based air quality standards for ozone and particulate matter standards by requiring reductions from many types of sources. The DEQ held Technical Advisory Committee meetings in September and October of 2005 to gather information on developing state specific rules to meet the requirements of CAIR. The committee was comprised of industrial and environmental organizations.

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On March 15, 2005, the EPA issued the Clean Air Mercury Rule (“CAMR”) to permanently cap and reduce mercury emissions from coal-fired power plants. The CAMR establishes standards of performance limiting mercury emissions from new and existing coal-fired power plants and creates a market-based cap-and-trade program that will reduce nationwide utility emissions of mercury in two distinct phases. The first phase cap is 38 tons and emissions will be reduced by taking advantage of mercury reductions achieved by equipment installed to reduce SO₂ and NO_x emissions under CAIR. In the second phase, due in 2018, coal-fired power plants will be subject to a second cap, which will reduce emissions to 15 tons upon full implementation. The DEQ Technical Advisory Committee held meetings in September and October of 2005 to gather information on developing state specific rules to meet the requirements of CAMR.

The regulatory implementation of CAIR and CAMR will require substantial new investments in pollution control equipment for coal-fired power plants. The CAIR regulations will require additional pollution control equipment at Clover. Clover’s existing pollution control equipment already removes greater than 90% of the mercury and we do not anticipate that any additional measures will be required to comply with CAMR. No additional pollution control equipment is expected to be required on any of our other generation assets.

On March 5, 2004, the EPA promulgated new national emission standards for hazardous air pollutants (“HAPs”) for stationary combustion turbines. The new rule requires the installation of “maximum achievable control technology” (“MACT”) to reduce the emissions of HAPs from gas-fired combustion turbines only if such combustion turbines are major sources of HAPs as defined by the Clean Air Act, and if construction of the turbines started on or after January 15, 2003. Construction of Rock Springs and Louisa started before January 2003. Although construction of our Marsh Run combustion turbine facility began in March 2003, it is not a major source of HAPs and is not located at a facility that is a major source of HAPs; therefore, the new MACT standard does not apply to Marsh Run.

The Clean Water Act and applicable state laws regulate water intake structures, discharges of cooling water, storm water run-off and other wastewater discharges at our generating facilities. We are in material compliance with these requirements and with permits that must be obtained with respect to such discharges. Our permits are subject to periodic review and renewal proceedings, and can be made more restrictive over time. Limitations on the thermal discharges in cooling water, or withdrawal of cooling water during low flow conditions, can restrict our operations. During 2005, we experienced no such restrictions; however, such restrictions can arise during drought conditions. Clover has two consent orders with the DEQ. One consent order is to study the impact of withdrawing water to support Clover during low river flow conditions and the other is to relocate one of the landfill discharge pipes from Black Walnut Creek to the Roanoke River. The low flow study has been conducted; however, the results have not yet been finalized. One of the landfill discharge pipes has been relocated to the Roanoke River.

New legislative and regulatory proposals are frequently proposed on both a federal and state level that would modify the environmental regulatory programs applicable to our facilities. An example is the control of carbon dioxide and other “greenhouse” gases that may contribute to global climate change. With respect to proposed legislation and regulatory proposals that have not yet been formally proposed, we cannot provide meaningful predictions regarding their final form, or their possible effects upon our operations.

We incurred approximately $9.4 million, $11.0 million, and $9.9 million of expenses, including depreciation, during 2005, 2004, and 2003, respectively, in connection with environmental protection and monitoring activities, such as costs related to the disposal of solid waste, operation of landfills, operation of air emissions reduction equipment, and disposal of hazardous waste material. These expenses were included in fuel expense, operations and maintenance expense, and depreciation, amortization and decommissioning expense. We anticipate expenses to be approximately $8.5 million in 2006 in connection with environmental protection and monitoring activities, including depreciation.

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Insurance

Under several of the nuclear insurance policies procured by Virginia Power to which we are a party, we are subject to retrospective premium assessments in any policy year in which losses exceed the funds available to the insurance companies. See Note 12—Insurance— to the Consolidated Financial Statements.

Projected Capital Expenditures

Our projected capital expenditures for 2006, 2007 and 2008 are $22.0 million, $19.5 million, and $24.4 million, respectively. Our future projected capital expenditures include a portion of the cost of the nuclear fuel purchased for North Anna and other capital expenditures including generating facility improvements.

NOTE 16—Selected Quarterly Financial Data (Unaudited)

A summary of the quarterly results of operations for the years 2005 and 2004 follow. Amounts reflect all adjustments, consisting of only normal recurring accruals, necessary in the opinion of management for a fair statement of the results for the interim periods. Results for the interim periods may fluctuate as a result of weather conditions, changes in rates and other factors.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total
	(in thousands except ratios)
Statement of Operations Data:
2005:
Operating Revenue	$	171,591	$	160,457	$	207,491	$	198,140	$	737,679
Operating Margin		17,238		16,690		17,192		17,076		68,196
Net Margin		2,939		2,946		2,956		3,268		12,109
2004:
Operating Revenue	$	134,961	$	132,646	$	145,169	$	175,675	$	588,451
Operating Margin		14,473		13,666		14,051		19,425		61,615
Net Margin		2,952		3,000		2,811		3,371		12,134

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management, including the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that all material information required to be filed in this report has been made known to them in a timely matter. We have established a Disclosure Assessment Committee comprised of members from senior and middle management to assist in this evaluation. There have been no significant changes in our internal controls over financial reporting or in other factors that could significantly affect such controls during the past fiscal quarter.

ITEM 9B. OTHER INFORMATION

None

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

We are governed by a board of 25 directors, consisting of two representatives from each of our member distribution cooperatives and one representative from TEC. Each of our twelve member distribution cooperatives nominates two directors at least one of whom must be a director of that member in good standing. One director currently serves as a director on behalf of a member distribution cooperative and TEC. The candidates for director are elected to our board of directors by voting delegates from each of our member distribution cooperatives elected by each member distribution cooperatives’ board of directors. Each elected candidate is authorized to represent that member for a renewable term of one year at our annual meeting. This election process occurs annually. Our board of directors sets policy and provides direction to our President and Chief Executive Officer. The board of directors generally meets monthly.

Information concerning our directors, including principal occupation and employment during the past five years and directorships in public corporations, if any, is listed below.

John William Andrew, Jr. (52). President and Chief Executive Officer of Delaware Electric Cooperative since January 2005. Mr. Andrew also served as Vice President, Engineering and Operations from 1998 to 2004. Mr. Andrew has been a Director of Old Dominion since 2005.

M. Johnson Bowman (60). President and Chief Executive Officer of Mecklenburg Electric Cooperative since 2001. Mr. Bowman also served as Executive Vice President and General Manager of Mecklenburg Electric Cooperative from 1981 to 2001. Mr. Bowman has been a Director of Old Dominion since 1974.

M Dale Bradshaw (52). Chief Executive Officer of Prince George Electric Cooperative since 1995. Mr. Bradshaw has been a Director of Old Dominion since 1995.

Vernon N. Brinkley (59). President and Chief Executive Officer of A&N Electric Cooperative since 2003. Mr. Brinkley also served as President of A&N Electric Cooperative from 1995 to 2003 and as Executive Vice President and General Manager from 1982 to 1995. Mr. Brinkley has been a Director of Old Dominion since 1982.

Calvin P. Carter (81). Owner of Carter’s Store since 1960 and Carter Stone Co., a stone quarry since 1965. Mr. Carter has served as a member of the Campbell County Board of Supervisors since 1979. Mr. Carter has been a Director of Old Dominion since 1991 and a Director of Southside Electric Cooperative since 1972.

Glenn F. Chappell (62). Self-employed farmer since 1961. Mr. Chappell has been a Director of Old Dominion since 1995 and a Director of Prince George Electric Cooperative since 1985.

Carl R. Eason (69). Retired, formerly an electrical supervisor with International Paper from 1957 to 1997. Mr. Eason has been a Director of Old Dominion since 2000 and a Director of Community Electric Cooperative since 1994.

Kent D. Farmer (48). Chief Executive Officer of Rappahannock Electric Cooperative since 2004. Mr. Farmer also served as Chief Operating Officer of Rappahannock Electric Cooperative from 1999 to 2004. Mr. Farmer has been a Director of Old Dominion since 2004.

Stanley C. Feuerberg (54). President and Chief Executive Officer of Northern Virginia Electric Cooperative since 1992. Mr. Feuerberg has been a Director of Old Dominion since 1992.

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William C. Frazier (75). Insurance broker of Associates Insurance Agency, a general insurance company, since 1999. Mr. Frazier has been a Director of Old Dominion since 2003 and a Director of Rappahannock Electric Cooperative since 1981.

Fred C. Garber (61). Retired, formerly President of Mt. Jackson Farm Service, a retail farm supply company, from 1973 to 2003. Mr. Garber has been a Director of Old Dominion since 2005 and a Director of Shenandoah Valley Electric Cooperative since 1984.

Hunter R. Greenlaw, Jr. (60). President of Greenlaw, Edwards & Leake, Inc., a real estate development and general contracting company since 1974. Mr. Greenlaw has been a Director of Old Dominion since 1991 and a Director of Northern Neck Electric Cooperative since 1979.

Bruce A. Henry (60). Owner and Secretary/Treasurer of Delmarva Builders, Inc., a building contracting company since 1981. Mr. Henry has been a Director of Old Dominion since 1993 and a Director of Delaware Electric Cooperative since 1978.

Wade C. House (53). Vice President/Branch Manager of APAC-Atlantic, Inc., a highway construction company since 1972. Mr. House has been a Director of Old Dominion since 2004 and a Director of Northern Virginia Electric Cooperative since 1993.

Frederick L. Hubbard (65). President and Chief Executive Officer of Choptank Electric Cooperative since 2001. Mr. Hubbard also served as Senior Vice President and Chief Executive Officer from 1991 to 2001. Mr. Hubbard has been a Director of Old Dominion since 1991.

David J. Jones (57). Vice President of Exchange Warehouse, Inc. since 1996 and owner/operator of Big Fork Farms since 1970. Mr. Jones has been a Director of Old Dominion since 1986 and a Director of Mecklenburg Electric Cooperative since 1982.

Bruce M. King (59). General Manager of BARC Electric Cooperative since 2003. Prior to that Mr. King was General Manager of Cherryland Electric Cooperative from 1993 to 2002. Mr. King has been a Director of Old Dominion since 2003.

William M. Leech, Jr. (78). Retired, former self-employed farmer from 1955 to 1988. Mr. Leech has been a Director of Old Dominion since 1977 and a Director of BARC Electric Cooperative since 1970.

M. Larry Longshore (64). President and Chief Executive Officer of Southside Electric Cooperative since 1998. Prior to that Mr. Longshore was President and Chief Executive Officer of Newberry Electric Cooperative from 1973 to 1998. Mr. Longshore has been a Director of Old Dominion since 1998.

James M. Reynolds (58). President of Community Electric Cooperative since 2001. Mr. Reynolds also served as General Manager from 1977 to 2001. Mr. Reynolds has been a Director of Old Dominion since 1977.

Myron D. Rummel (53). President and Chief Executive Officer of Shenandoah Valley Electric Cooperative since 2005. Mr. Rummel also served as Vice President, Engineering and Operations of Shenandoah Valley Electric Cooperative from 1993 to 2005. Mr. Rummel has been a Director of Old Dominion since 2005.

Philip B. Tankard (77). Office manager for Tankard Nurseries since 1985. Mr. Tankard has been a Director of Old Dominion since 2002 and a Director of A&N Electric Cooperative since 1960.

Gregory W. White (53). President and Chief Executive Officer of Northern Neck Electric Cooperative since 2005. Mr. White served as Senior Vice President of Power Supply of Old Dominion from 2004 to 2005, Senior Vice President Engineering and Operations of Old Dominion from 2002 to 2004 and Senior Vice President Retail and Alliance Management of Old Dominion from 2000 to 2002. Mr. White has been a Director of Old Dominion since 2005.

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Carl R. Widdowson (67). Self-employed farmer since 1956. Mr. Widdowson has been a Director of Old Dominion since 1987 and a Director of Choptank Electric Cooperative since 1980.

Audit Committee Financial Expert

We presently do not have an audit committee financial expert because of our cooperative governance structure and the resulting experience all of our directors have with matters affecting electric cooperatives in their roles as a chief executive officer or director of one of our member distribution cooperatives. In addition, the audit committee employs the services of accounting and financial consultants as it deems necessary. We are continuing our evaluation of the appropriateness of amending our bylaws to permit the addition of another member to our board of directors. This additional director would be an audit committee financial expert as defined by the Sarbanes-Oxley Act of 2002 and a member of one of our member distribution cooperatives.

Executive Officers

Our President and Chief Executive Officer administers our day-to-day business and affairs. Our executive officers, their respective ages, positions and business experience are listed below.

Jackson E. Reasor (53). President and Chief Executive Officer of Old Dominion and the Virginia, Maryland and Delaware Association of Electric Cooperatives (the “VMDA”), an electric cooperative association which provides services to its members and certain other electric cooperatives, since 1998. Mr. Reasor served as Vice President of First Virginia Bank from 1997 until 1998; President and Chief Executive Officer of Premier Trust Company from 1995 until 1997; a Virginia State Senator from 1992 until 1998; and an attorney with Galumbeck, Simmons & Reasor from 1992 until 1995.

Daniel M. Walker (60). Senior Advisor to the President since January 1, 2006. Mr. Walker served as our Senior Vice President and Chief Financial Officer from March 2004 to December 2005. Mr. Walker also served as our Senior Vice President Accounting and Finance from 2000 to February 2004 and as Vice President Accounting and Finance from 1994 until 2000.

Robert L. Kees (53). Senior Vice President and Chief Financial Officer since January 1, 2006. Mr. Kees also served as our Vice President and Controller from March 2004 to December 2005, as Assistant Vice President and Controller from March 2000 to February 2004 and as Controller from January 1994 to February 2000.

John C. Lee (45). Vice President of Member and External Relations since April 2004. Mr. Lee served as our Vice President Cooperative Affairs/Assistant to the President from March 2000 to March 2004; and as our Manager of Administration from February 1995 to February 2000.

Elissa M. Ecker (46). Vice President of Human Resources since November 2004. Prior to joining Old Dominion, Ms. Ecker served as Director of Human Resources of Xperts, Inc. from 2003 to 2004; as Director of Human Resources of Securicor New Century, L.L.C. from 2002 to 2003; and as Director of Human Resources of Manorhouse Retirement Centers, Inc. from 1997 to 2002.

Code of Ethics

We have a Code of Ethics, which applies to our President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, and Vice President and Controller. A copy of this Code of Ethics is available without charge by sending a written request for the Code of Ethics to Old Dominion Electric Cooperative, Attention Mr. F. Thomas Smiley, Vice President and Controller, 4201 Dominion Boulevard, Glen Allen, VA 23060.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation awarded to, earned by or paid to any person serving as our President and Chief Executive Officer during the last completed fiscal year and our four executive officers (collectively the “Named Executives”) for services rendered to us in all capacities during each of the last three fiscal years. The table also identifies the principal capacity in which each of the Named Executives serves or served.

SUMMARY COMPENSATION TABLE

	Annual Compensation
Name and Principal Position	Year	Salary(2)		Bonus		Other Annual Compensation(3)		All Other Compensation(4)
Jackson E. Reasor(1)	2005	$	330,833	$	—	$	2,406	$	52,994
President and Chief Executive	2004		311,667		—		2,448		49,220
Officer	2003		300,833		—		3,095		43,221
Daniel M. Walker(5)	2005	$	203,226	$	—	$	—	$	97,118
Senior Vice President and Chief	2004		196,544		—		—		100,846
Financial Officer	2003		190,450		10,000		—		96,743
Robert L. Kees(6)	2005	$	140,535	$	—	$	—	$	24,071
Senior Vice President and Chief	2004		133,843		2,000		—		21,490
Financial Officer	2003		123,929		3,500		—		18,281
John C. Lee, Jr.	2005	$	141,148	$	—	$	—	$	23,836
Vice President of Member and	2004		128,447		—		—		19,396
External Relations	2003		110,839		—		—		17,381
Elissa M. Ecker	2005	$	134,750	$	—	$	—	$	3,098
Vice President of	2004		17,088		—		—		92
Human Resources	2003		—		—		—		—

⁽¹⁾ In 1991, Old Dominion and the VMDA entered into an agreement pursuant to which the VMDA agreed to contribute to the President and Chief Executive Officer’s annual compensation. In 2005, 2004, and 2003, the VMDA contributed $36,000, toward the President and Chief Executive Officer’s annual compensation.

⁽²⁾ Includes amounts deferred by the Named Executives under the provisions of a 401(k) retirement plan administered by Diversified Investment Advisors. All employees of Old Dominion are eligible to become participants on the first day of the month following completion of one year of eligible service.

⁽³⁾ Perquisites and other personal benefits paid to Mr. Reasor in 2005, 2004, and 2003, included expenses for a company automobile. Mr. Walker, Mr. Kees, Mr. Lee, and Ms. Ecker did not receive any perquisites or other personal benefits in any of the fiscal years covered by the table.

⁽⁴⁾ The amount reflected in this column is composed of contributions made by Old Dominion under the National Rural Electric Cooperative Association (“NRECA”) Retirement and Security Plan and the 401(k) Plan, and payments made by Old Dominion for life insurance coverage. Specifically these amounts for 2005 were $46,934, $4,200, and $1,860 for Mr. Reasor; $29,757, $3,895, and $1,466 for Mr. Walker; $20,025, $2,822, and $990 for Mr. Lee; $20,264, $2,811, and $997 for Mr. Kees; and $1,665, $451 and $982 for Ms. Ecker, respectively. In addition, the amounts represented in this column reflect $68,000 for Mr. Walker for amounts accrued in 2005, 2004 and 2003 pursuant to his option agreement. See “Option Agreement.”

⁽⁵⁾ Mr. Walker served as Senior Vice President and Chief Financial Officer until December 31, 2005. Beginning January 1, 2006, Mr. Walker serves as Senior Advisor to the President and Chief Executive Officer.

⁽⁶⁾ Mr. Kees served as Vice President and Controller until December 31, 2005. Beginning January 1, 2006, Mr. Kees serves as Senior Vice President and Chief Financial Officer.

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On November 12, 2002, the VMDA and Old Dominion entered into an employment agreement with Jackson E. Reasor, our President and Chief Executive Officer. The agreement is effective November 23, 2002, and has an initial four-year term with a single one-year renewal unless either party gives notice of termination within 30 days prior to the fourth anniversary of the agreement. The agreement provides for an initial annual base salary of $300,000, subject to annual adjustments, eligibility to receive an annual bonus as approved by the board of directors and certain other benefits. The VMDA currently contributes $36,000 annually to us to pay a portion of Mr. Reasor’s base salary. Pursuant to the agreement, if Mr. Reasor voluntarily terminates his employment without specified “good reason” or is terminated for specified causes prior to the expiration of the employment agreement, we will pay him his base compensation and benefits through the effective date of his termination and we will have no obligation to pay Mr. Reasor his base salary, any bonus or other compensation for the remainder of the term of the employment agreement. If Mr. Reasor is terminated without cause or resigns for specified reasons prior to the expiration of the employment agreement, we must pay him his full base salary for a twelve-month period from the effective date of termination, at the rate effective on the date of termination, and medical benefits, subject to some exceptions.

Board Compensation

Effective January 1, 2005, we pay our directors who are not employees of a member a monthly retainer of $1,700 plus $400 per day for any specially called meetings, and $200 per day for participating telephonically for any specially called meeting. All directors are reimbursed for out-of-pocket expenses incurred in attending meetings.

Defined Benefit Plan

We have elected to participate in the NRECA Retirement and Security Program (the “Plan”), a noncontributory, defined benefit, multiple-employer, master pension plan maintained and administered by the NRECA for the benefit of its member systems and their employees. The Plan is a qualified pension plan under Section 401(a) of the Internal Revenue Code of 1986. The following table lists the estimated current annual pension benefit payable at “normal retirement age,” age 62, for participants in the specified final average salary and years of benefit service categories for the given current multiplier of 1.7%. Benefits, which accrue under the Plan, are based upon the base annual salary as of November of the previous year. As a result of changes in Internal Revenue Service regulations, the base annual salary used in determining benefits is limited to $220,000 effective January 1, 2006.

Straight Life

Years of Benefit Service

Final Average Salary	15		20		25		30		35
$75,000	$	22,759	$	30,345	$	37,931	$	45,518	$	53,104
100,000		30,345		40,460		50,575		60,690		70,805
125,000		37,931		50,575		63,219		75,863		88,506
150,000		45,518		60,690		75,863		91,035		106,208
160,000		48,552		64,736		80,920		97,104		113,288
170,000		51,587		68,782		85,978		103,173		120,369
180,000		54,621		72,828		91,035		109,242		127,449
190,000		57,656		76,874		96,093		115,311		134,530
200,000		60,690		80,920		101,150		121,380		141,610
205,000		62,207		82,943		103,679		124,415		145,150
210,000		63,725		84,966		106,208		127,449		148,691
220,000		66,759		89,012		111,265		133,518		155,771

85

50% Joint & Spouse

Years of Benefit Service

Final Average Salary	15		20		25		30		35
$75,000	$	19,125	$	25,500	$	31,875	$	38,250	$	44,625
100,000		25,500		34,000		42,500		51,000		59,500
125,000		31,875		42,500		53,125		63,750		74,375
150,000		38,250		51,000		63,750		76,500		89,250
160,000		40,800		54,400		68,000		81,600		95,200
170,000		43,350		57,800		72,250		86,700		101,150
180,000		45,900		61,200		76,500		91,800		107,100
190,000		48,450		64,600		80,750		96,900		113,050
200,000		51,000		68,000		85,000		102,000		119,000
205,000		52,275		69,700		87,125		104,500		121,975
210,000		53,550		71,400		89,250		107,100		124,950
220,000		56,100		74,800		93,500		112,200		130,900

The pension benefits indicated above are the estimated amounts payable by the Plan, and they are not subject to any deduction for Social Security or other offset amounts. The participant’s annual pension at his or her normal retirement date is equal to the product of his or her years of benefit service times final average salary times the multiplier in effect during years of benefit service. The multiplier was 1.7% commencing January 1, 1992.

We participate in a pension restoration plan, which is intended to provide a supplemental benefit for employees who would have a reduction in their pension benefit from the Retirement and Security Plan because of the Internal Revenue Code limitations.

As of December 31, 2005, years of credited service under the Plan at “normal retirement age” for each of the Named Executives was: Mr. Reasor, 6.08 years; Mr. Walker, 20.92 years; Mr. Kees, 13.00 years; Mr. Lee, 12.58 years and Ms. Ecker 0.83 years.

Executive and Transition Agreement

We entered into an employment and transition agreement with Mr. Walker on July 14, 2005. The Employment and Transition Agreement details the terms and conditions related to Mr. Walker’s transition from Senior Vice President and Chief Financial Officer to the role of Senior Advisor to the President. Mr. Walker will serve in the capacity as Senior Advisor to the President until May 1, 2007, at which time he will retire. Beginning January 1, 2006 until May 1, 2007, we pay Mr. Walker $17,511 per month. The agreement also provides that he may continue to participate in benefit plans or programs maintained by us to the extent he was participating in or eligible to participate in those plans prior to the executive of the agreement. We will pay the cost of any participation in our group health plans for one year following May 1, 2007. In consideration for termination of his rights under an option plan, we agreed to pay Mr. Walker $51,000 in January 2006 and $51,000 in January 2007. No amounts will be payable to Mr. Walker under the agreement following his death, disability or termination for cause upon specified events other than accrued wages and certain continuing rights under benefit plans, as applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

Not Applicable.

86

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not Applicable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for services provided by Ernst & Young LLP for fiscal 2005 and 2004. All Audit, Audit-Related, and Tax Fees shown below were pre-approved by the Audit Committee in accordance with its established procedures.

	2005		2004
Audit Fees (a)	$	285,850	$	207,175
Audit-Related Fees (b)		151,480		29,867
Tax Fees (c)		3,960		6,500
Total	$	441,290	$	243,542

a) Fees for professional services provided for the audit of the Company’s annual financial statements as well as reviews of the Company’s quarterly reports on Form 10-Q, accounting consultations on matters addressed during the audit or interim reviews, and SEC filings and offering memorandums including comfort letters, consents, and comment letters.

b) Fees for professional services which principally include services in connection with internal control matters.

c) Fees for professional services for tax-related advice and compliance

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a) The following documents are filed as part of this Form 10-K.

1. Financial Statements

See Index on page 51

2. Financial Statement Schedules

Not applicable.

3. Exhibits

Exhibits

*3.1 Amended and Restated Articles of Incorporation of Old Dominion Electric Cooperative (filed as exhibit 3.1 to the Registrant’s Form 10-Q, File No. 33-46795, filed on August 11, 2000).

*3.2 Bylaws of Old Dominion Electric Cooperative, Amended and Restated as of September 10, 2002, as amended on September 14, 2004 (filed as exhibit 3.1 to the Registrant’s Form 10-Q, File No. 000-50039, filed on November 15, 2004).

*4.1 Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 1992, File No. 33-46795, filed on March 30, 1993).

*4.2 Third Supplemental Indenture, dated as of May 1, 1993, to the Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee, including the form of the First Mortgage Bonds, 1993 Series A (filed as exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1993, File No. 33-46795, filed on August 10, 1993).

87

*4.3 Fourth Supplemental Indenture, dated as of December 15, 1994, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee (filed as exhibit 4.5 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*4.4 Fifth Supplemental Indenture, dated as of February 29, 1996, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and Crestar Bank, as Trustee including the form of the First Mortgage Bonds, 1996 Series A and 1996 Series B (filed as exhibit 4.6 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*4.5 Eleventh Supplemental Indenture, dated as of September 1, 2001, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (formerly Crestar Bank), as Trustee, including the form of the 2001 Series A Bond (filed as exhibit 4.1 to the Registrant’s Form 10-Q/A for the quarter ended September 30, 2001, File No. 33-46795, filed on November 20, 2001).

*4.6 Thirteenth Supplemental Indenture, dated as of November 1, 2002, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (Formerly Crestar Bank), as Trustee, including the form of the 2002 Series A Bond (filed as exhibit 4.14 to Amendment No. 1 to the Registrant’s Form S 3, File No. 333-100577, on November 25, 2002).

*4.7 Fourteenth Supplemental Indenture, dated as of December 1, 2002, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (Formerly Crestar Bank), as Trustee, including the form of the 2002 Series B Bond (filed as exhibit 4.1 to the Registrant’s Form 8-K, File No. 000-50039, on December 27, 2002).

*4.8 Fifteenth Supplemental Indenture, dated as of May 1, 2003, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (Formerly Crestar Bank), as Trustee (filed as Exhibit 4.A to the Registrant’s Form 10-K for the year ended December 31, 2003, File No. 000-50039, on March 22, 2004).

*4.9 Sixteenth Supplemental Indenture, dated as of July 1, 2003, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (Formerly Crestar Bank), as Trustee, including the form of the 2003 Series A Bond (filed as Exhibit 4.1 to the Registrant’s Form 8-K, File No. 000-50039, on July 25, 2003).

*4.10 Seventeenth Supplemental Indenture, dated as of January 1, 2004, to the Indenture of Mortgage and Deed of Trust dated as of May 1, 1992, between Old Dominion Electric Cooperative and SunTrust Bank (formerly Crestar Bank), as Trustee (filed as Exhibit 4.B to the Registrant’s Form 10-K for the year ended December 31, 2003, File No. 000-50039, on March 22, 2004).

*4.11 Amended and Restated Indenture, dated as of September 1, 2001, between Old Dominion Electric Cooperative and SunTrust Bank, as Trustee (filed as exhibit 4.2 to Registrant’s Form 10-Q/A for the quarter ended September 30, 2001, File No. 33-46795, filed on November 20, 2001).

*4.12 First Supplemental Indenture, dated as of December 1, 2002, to the Amended and Restated Indenture, dated as of September 1, 2001, between Old Dominion Electric Cooperative and SunTrust Bank, as Trustee (filed as Exhibit 4.2 to the Registrant’s Form 8-K, File No. 000-50039, on December 27, 2002).

*10.1 Nuclear Fuel Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of December 28, 1982, amended and restated October 17, 1983 (filed as exhibit 10.1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.2 Purchase, Construction and Ownership Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of December 28, 1982, amended and restated October 17, 1983 (filed as exhibit 10.2 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

88

*10.3 Operating and Power Sales Agreement, dated as of October 12, 2004, among Virginia Electric and Power Company, Old Dominion Electric Cooperative, and New Dominion Energy Cooperative (filed as exhibit 10.1 to the Registrant’s Form 10-Q, File No. 000-50039, on November 15, 2004). Amended and Restated Interconnection and Operating Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of July 29, 1997 (filed as exhibit 10.5 to the Registrant’s Form 10-K for the year ended December 31, 1998, File No. 33-46795, on March 25, 1999).

*10.4 Clover Purchase, Construction and Ownership Agreement between Old Dominion Electric Cooperative and Virginia Electric and Power Company, dated as of May 31, 1990 (filed as exhibit 10.4 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.5 Amendment No. 1 to the Clover Purchase, Construction and Ownership Agreement between Old Dominion Electric Cooperative and Virginia Electric and Power Company, effective March 12, 1993 (filed as exhibit 10.34 to the Registrant’s Form S-1 Registration Statement, File No. 33-61326, filed on April 19, 1993).

*10.6 Clover Operating Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of May 31, 1990 (filed as exhibit 10.6 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.7 Amendment to the Clover Operating Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, effective January 17, 1995 (filed as exhibit 10.8 to the Registrant’s Form 10-K for the year ended December 31, 1994, File No. 33-46795, on March 15, 1995).

*10.8 Lease Agreement between Old Dominion Electric Cooperative and Regional Headquarters, Inc., dated July 29, 1986 (filed as exhibit 10.27 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.9 Nuclear Decommissioning Trust Agreement between Old Dominion Electric Cooperative and Bankers Trust Company, dated March 1, 1991 (filed as exhibit 10.29 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.10 Form of Salary Continuation Plan (filed as exhibit 10.31 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.11 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and A&N Electric Cooperative, dated April 24, 1992 (filed as exhibit 10.34 to Amendment No. 2 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 27, 1992).

*10.12 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and BARC Electric Cooperative, dated April 22, 1992 (filed as exhibit 10.35 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

89

*10.13 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Choptank Electric Cooperative, dated April 20, 1992 (filed as exhibit 10.36 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.14 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Community Electric Cooperative, dated April 28, 1992 (filed as exhibit 10.37 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.15 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Delaware Electric Cooperative, dated April 22, 1992 (filed as exhibit 10.38 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.16 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Mecklenburg Electric Cooperative, dated April 15, 1992 (filed as exhibit 10.39 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.17 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Northern Neck Electric Cooperative, dated April 21, 1992 (filed as exhibit 10.40 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.18 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Northern Virginia Electric Cooperative, dated April 17, 1992 (filed as exhibit 10.41 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.19 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Community Electric Cooperative, dated April 28, 1992 (filed as exhibit 10.37 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.20 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Delaware Electric Cooperative, dated April 22, 1992 (filed as exhibit 10.38 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.21 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Mecklenburg Electric Cooperative, dated April 15, 1992 (filed as exhibit 10.39 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.22 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Northern Neck Electric Cooperative, dated April 21, 1992 (filed as exhibit 10.40 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.23 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Northern Virginia Electric Cooperative, dated April 17, 1992 (filed as exhibit 10.41 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.24 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Prince George Electric Cooperative, dated May 6, 1992 (filed as exhibit 10.42 to Amendment No. 2 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 27, 1992).

*10.25 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Rappahannock Electric Cooperative, dated April 17, 1992 (filed as exhibit 10.43 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

90

*10.26 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Shenandoah Valley Electric Cooperative, dated April 23, 1992 (filed as exhibit 10.44 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.27 Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and Southside Electric Cooperative, dated April 22, 1992 (filed as exhibit 10.45 to Amendment No. 1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on May 6, 1992).

*10.28 Interconnection Agreement between Delmarva Power & Light Company and Old Dominion Electric Cooperative, dated November 30, 1999 (filed as exhibit 10.33 to the Registrant’s Form 10-K for the year ended December 31, 2000, File No. 33-46795, on March 19, 2001).

*10.29 Participation Agreement, dated as of February 29, 1996, among Old Dominion Electric Cooperative, State Street Bank and Trust Company, the Owner Participant named therein and Utrecht America Finance Co (filed as exhibit 10.35 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.30 Clover Unit 1 Equipment Interest Lease Agreement, dated as of February 29, 1996, between Old Dominion Electric Cooperative, as Equipment Head Lessor, and State Street Bank and Trust Company, as Equipment Head Lessee (filed as exhibit 10.36 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

**10.31 Equipment Operating Lease Agreement, dated as of February 29, 1996, between State Street Bank and Trust Company, as Lessor, and Old Dominion Electric Cooperative, as Lessee (filed as exhibit 10.37 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

**10.32 Corrected Option Agreement to Lease, dated as of February 29, 1996, among Old Dominion Electric Cooperative and State Street Bank and Trust Company (filed as exhibit 10.38 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.33 Clover Agreements Assignment and Assumption Agreement, dated as of February 29, 1996, between Old Dominion Electric Cooperative, as Assignor, and State Street Bank and Trust Company, as Assignee (filed as exhibit 10.39 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.34 Payment Undertaking Agreement, dated as of February 29, 1996, between Old Dominion Electric Cooperative and Cooperatieve Centrale Raiffeisen Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (filed as exhibit 10.42 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.35 Payment Undertaking Pledge Agreement, dated as of February 29, 1996, between Old Dominion Electric Cooperative, as Payment Undertaking Pledgor, and State Street Bank and Trust Company, as Payment Undertaking Pledgee (filed as exhibit 10.43 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.36 Pledge Agreement, dated as of February 29, 1996, between Old Dominion Electric Cooperative, as Pledgor, and State Street Bank and Trust Company, as Pledgee (filed as exhibit 10.44 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.37 Tax Indemnity Agreement, dated as of February 29, 1996, among Old Dominion Electric Cooperative, State Street Bank and Trust Company, the Owner Participant named therein and Utrecht America Finance Co. (filed as exhibit 10.45 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

91

*10.38 Participation Agreement, dated as of July 1, 1996, among Old Dominion Electric Cooperative, Clover Unit 2 Generating Trust, Wilmington Trust Company, the Owner Participant named therein and Utrecht America Finance Co. (filed as exhibit 10.46 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

**10.39 Clover Unit 2 Equipment Interest Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative and Clover Unit 2 Generating Trust (filed as exhibit 10.47 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

**10.40 Operating Equipment Agreement, dated as of July 1, 1996, between Clover Unit 2 Generating Trust and Old Dominion Electric Cooperative (filed as exhibit 10.48 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.41 Clover Agreements Assignment and Assumption Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative, as Assignor, and Clover Unit 2 Generating Trust, as Assignee (filed as exhibit 10.49 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.42 Deed of Ground Lease and Sublease Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative, as Ground Lessor, and Clover Unit 2 Generating Trust, as Ground Lessee (filed as exhibit 10.50 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.43 Guaranty Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative and AMBAC Indemnity Corporation (filed as exhibit 10.51 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.44 Investment Agreement, dated as of July 31, 1996, among AMBAC Capital Funding, Inc., Old Dominion Electric Cooperative and AMBAC Indemnity Corporation (filed as exhibit 10.52 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.45 Investment Agreement Pledge Agreement, dated as of July 1, 1996, among Old Dominion Electric Cooperative, as Investment Agreement Pledgor, AMBAC Indemnity Corporation, the Owner Participant named therein and Clover Unit 2 Generating Trust (filed as exhibit 10.53 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.46 Equity Security Pledge Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative, as Pledgor, and Wilmington Trust Company, as Collateral Agent (filed as exhibit 10.54 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.47 Payment Undertaking Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative and Cooperatieve Centrale Raiffeisen Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (filed as exhibit 10.55 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.48 Payment Undertaking Pledge Agreement, dated as of July 1, 1996, between Old Dominion Electric Cooperative, as Payment Undertaking Pledgor, and Clover Unit 2 Generating Trust, as Payment Undertaking Pledgee (filed as exhibit 10.56 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.49 Subordinated Deed of Trust and Security Agreement, dated as of July 1, 1996, among Old Dominion Electric Cooperative, Richard W. Gregory, Trustee, and Michael P. Drzal, Trustee (filed as exhibit 10.57 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

92

*10.50 Subordinated Security Agreement, dated as of July 1, 1996, among Old Dominion Electric Cooperative, the Owner Participant named therein, AMBAC Indemnity Corporation and Clover Unit 2 Generating Trust (filed as exhibit 10.58 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.51 Tax Indemnity Agreement, dated as of July 1 1996, between Old Dominion Electric Cooperative and the Owner Participant named therein (filed as exhibit 10.59 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*10.52 Employment Agreement, dated November 12, 2002, between Old Dominion Electric Cooperative and Jackson E. Reasor (filed as Exhibit 10.1 to Amendment No. 2 to the Registrant’s Form 10-Q for the quarter ended September 30, 2002, File No. 000-50039, on November 25, 2002).

*10.53 Employment and Transition Agreement between Old Dominion Electric Cooperative and Mr. Daniel M. Walker dated July 14, 2005 (filed as Exhibit 10.1 to the Registrant’s Form 8-K, No. 000-50039, on July 14, 2005).

*10.54 Employment letter, dated November 28, 2005, of Old Dominion Electric Cooperative and agreed and accepted by Robert L. Kees (filed as exhibit 10.1 to the Registrant’s Form 8-K, No. 000-50039, on November 28, 2005).

*10.55 Amendment to the Employment and Transition Agreement between Old Dominion Electric Cooperative and Mr. Daniel M. Walker dated November 30, 2005 (filed as Exhibit 10.2 to the Registrant’s Form 8-K, No. 000-50039, on November 28, 2005).

*10.56 Amendment No. 1 to Participation Agreement, dated as of December 19, 2002, among Old Dominion Electric Cooperative, State Street Bank and Trust Company, the Owner Participant named therein, Utrecht America Finance Co and Cedar Hill International Corp.

*10.57 Amendment No. 1 to Equipment Operating Lease Agreement, dated as of December 19, 2002, between State Street Bank and Trust Company, as Lessor, and Old Dominion Electric Cooperative, as Lessee.

*10.58 Amendment No. 1. to Corrected Foundation Operating Lease Agreement, dated as of December 19, 2002, between State Street Bank and Trust Company, as Foundation Lessor and Old Dominion Electric Cooperative, as Foundation Lessee.

*10.59 Deposit Agreement, dated as of December 19, 2002, between Old Dominion Electric Cooperative, as Depositor and JP Morgan Chase Bank, as Depositary.

*10.60 Deposit Pledge Agreement, dated as of December 19, 2002, between Old Dominion Electric Cooperative, as Pledgor and State Street Bank and Trust Company, as Pledgee.

*10.61 First Blocked Account Control Agreement, dated as of December 19, 2002, between Old Dominion Electric Cooperative, as Pledgor and State Street Bank and Trust Company, as Pledgee.

93

*10.62 Second Blocked Account Control Agreement, dated as of December 19, 2002, among Old Dominion Electric Cooperative, as Pledgor and State Street Bank and Trust Company, Utrecht America Finance Co., as Agent and JP Morgan Chase Bank.

*10.63 Amendment No. 2 to Payment Undertaking Agreement, dated as of December 19, 2002 between Old Dominion Electric Cooperative and Cooperatieve Centrale Raiffeisen Boerenleenbank B.A., “Rabobank Nederland”, New York Branch.

*10.64 Amendment No. 1 to Tax Indemnity Agreement, dated as of December 19, 2002, between Old Dominion Electric Cooperative and the Owner Participant named therein.

*10.65 Amendment No. 2 to Participation Agreement, dated as of December 31, 2004, between and among Old Dominion Electric Cooperative, U.S. Bank National Association, Wachovia Bank, National Association, Utrecht-America Finance Co., and Cedar Hill International Corp. (filed as exhibit 10.1 to the Registrant’s Form 8-K, File No. 000-50039, on January 13, 2005).

10.66 Mutual Operating Agreement, dated as of May 18, 2005, between Virginia Electric and Power Company and Old Dominion Electric Cooperative.

21 Subsidiaries of Old Dominion Electric Cooperative (not included because Old Dominion Electric Cooperative’s subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” under Rule 102(w) of Regulation S-X).

23.1 Consent of Ernst & Young LLP

31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)

31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)

32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. § 1350

32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. § 1350

* Incorporated herein by reference.

** These leases relate to our interest in all of Clover Unit 1 and Clover Unit 2, as applicable, other than the foundations. At the time these leases were executed, we had entered into identical leases with respect to the foundations as part of the same transactions. We agree to furnish to the Commission, upon request, a copy of the leases of our interest in the foundations for Clover Unit 1 and Clover Unit 2, as applicable.

*** This agreement consists of two separate signed documents, which have been combined.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OLD DOMINION ELECTRIC COOPERATIVE Registrant
By:	/s/ JACKSON E. REASOR
	Jackson E. Reasor President and Chief Executive Officer

Date: March 20, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the following capacities on March 20, 2006.

Signature	Title
/s/ JACKSON E. REASOR	President and Chief Executive Officer (Principal executive officer)
Jackson E. Reasor
/s/ ROBERT L. KEES	Senior Vice President and Chief Financial Officer (Principal financial officer)
Robert L. Kees
/s/ F. THOMAS SMILEY	Vice President and Controller
F. Thomas Smiley	(Principal accounting officer)
/s/ J. WILLIAM ANDREW, JR.	Director
J. William Andrew, Jr.
/s/ M. JOHNSON BOWMAN	Director
M. Johnson Bowman
/s/ M DALE BRADSHAW	Director
M Dale Bradshaw
/s/ VERNON N. BRINKLEY	Director
Vernon N. Brinkley
/s/ CALVIN P. CARTER	Director
Calvin P. Carter

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/s/ GLENN F. CHAPPELL	Director
Glenn F. Chappell
/s/ CARL R. EASON	Director
Carl R. Eason
/s/ KENT D. FARMER	Director
Kent D. Farmer
/s/ STANLEY C. FEUERBERG	Director
Stanley C. Feuerberg
/s/ WILLIAM C. FRAZIER	Director
William C. Frazier
/s/ FRED C. GARBER	Director
Fred C. Garber
/s/ HUNTER R. GREENLAW, JR.	Director
Hunter R. Greenlaw, Jr.
/s/ BRUCE A. HENRY	Director
Bruce A. Henry
/s/ WADE C. HOUSE	Director
Wade C. House
/s/ FREDERICK L. HUBBARD	Director
Frederick L. Hubbard
/s/ DAVID J. JONES	Director
David J. Jones
/s/ BRUCE M. KING	Director
Bruce M. King
/s/ WILLIAM M. LEECH, JR.	Director
William M. Leech, Jr.

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/s/ M. LARRY LONGSHORE	Director
M. Larry Longshore
/s/ JAMES M. REYNOLDS	Director
James M. Reynolds
/s/ MYRON D. RUMMEL	Director
Myron D. Rummel
/s/ PHILIP B. TANKARD	Director
Philip B. Tankard
/s/ CARL R. WIDDOWSON	Director
Carl R. Widdowson
/s/ GREGORY W. WHITE	Director
Gregory W. White

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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

Old Dominion does not solicit proxies from its cooperative members and thus is not required to provide an annual report to its security holders and will not prepare such a report after filing this Form 10-K for fiscal year 2005. Accordingly, Old Dominion will not file an annual report with the Securities and Exchange Commission.

EX-10.66

Exhibit 10.66

MUTUAL OPERATING AGREEMENT

BETWEEN

VIRGINIA ELECTRIC AND POWER COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

MUTUAL OPERATING AGREEMENT

BETWEEN

VIRGINIA ELECTRIC AND POWER COMPANY

AND

OLD DOMINION ELECTRIC COOPERATIVE

This Mutual Operating Agreement (“Agreement”) is entered into as of the 18th day of May, 2005, by Virginia Electric and Power Company doing business as Dominion Virginia Power in the Commonwealth of Virginia and as Dominion North Carolina Power in the State of North Carolina (hereinafter called “Dominion”), having its principal office located at 701 East Cary Street, Richmond, Virginia 23219, and Old Dominion Electric Cooperative (hereinafter called “Customer”), having its principal office located at 4201 Dominion Boulevard, Richmond, Virginia 23060. Dominion and Customer are individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Dominion is a Transmission Owner of PJM Interconnection, LLC, under PJM-South Transmission Owners Agreement; and

WHEREAS Customer is a membership electric cooperative and is comprised of twelve, of which the nine entities listed in Appendix D are connected to Dominion’s Facilities. As used throughout this Agreement, “Customer” includes the entities listed in Appendix D; and]

WHEREAS, Customer owns and operates facilities used for the delivery of retail electricity to end-users; and

WHEREAS, the Parties wish to enter into this Agreement for the purpose of providing for the benefits of mutually coordinated operations of the Customer’s and Dominion’s Facilities and for the purpose of providing for service reliability in a manner that is consistent with Good Utility Practice and PJM Requirements.

NOW, THEREFORE, in order to carry out the purposes of this Agreement, and in consideration of their respective commitments set forth herein, and intending to be legally bound hereby, the Parties covenant and agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings assigned herein or in the Appendices hereto for all purposes of this Agreement. Should a definition given below differ from a definition of the same or similar term as given in the PJM OATT, the definition given below shall apply to the interpretation of this Agreement. As used in this Agreement:

1.1 Affiliate – shall mean with respect to a corporation, partnership or other entity, each such other corporation, partnership or other entity that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership or other entity.

1.2 Applicable Laws and Regulations – shall mean all duly promulgated applicable federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any Governmental Authority having jurisdiction over the relevant Parties, their respective facilities, and/or the respective services they provide.

1.3 Commercial Operation Date – shall mean the day upon which the Delivery Point Facilities are energized and placed into normal daily operation.

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1.4 Customer’s Facilities – shall mean all facilities of any kind owned and operated by Customer directly for or in support of Electricity Delivery.

1.5 Delivery Facilities – shall mean all or any portion of Customer’s Facilities and Dominion’s Facilities.

1.6 Delivery Point – shall mean the specific point of electrical connection between Dominion’s Facilities and Customer’s Facilities.

1.7 Delivery Point Facilities – shall mean the facilities owned by Dominion and the facilities owned by Customer, that are constructed or improved to establish the Delivery Point or support modified requirements relating to the Delivery Point.

1.8 Delivery Point Catalog – shall mean the catalog maintained by the Administrative Committee cataloging each Delivery Point and certain related information.

1.9 Dominion’s Facilities – shall mean all facilities of any kind owned by Dominion directly for or in support of Electricity Delivery.

1.10 Due Diligence – shall mean the exercise of good faith efforts to perform a required act on a timely basis using the necessary technical and manpower resources.

1.11 Electricity Delivery – shall mean the transmission or distribution of electric power across Delivery Facilities.

1.12 Emergency – shall mean a condition or situation that in the judgment of either Party is imminently likely (as determined in a non-discriminatory manner) (i) to endanger life or property; or (ii) to cause a material adverse effect on the security of, or damage to, Delivery Facilities, or the transmission systems or distribution systems to which Dominion or the Customer is directly or indirectly connected. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not constitute an Emergency condition, unless one or more of the enumerated conditions or situations identified in this definition also exists.

1.13 FERC – shall mean the Federal Energy Regulatory Commission or any successor federal agency, commission or department exercising jurisdiction over this Agreement.

1.14 Good Utility Practice – shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region.

1.15 Governmental Authority – shall mean any federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, arbitrating body, or other governmental authority, having responsibility over the Parties, their respective facilities, or the respective services they provide, and exercising or entitled to exercise any administrative, executive, police, or taxing authority or power; provided, however, that such term does not include Dominion, Customer, or any Affiliate thereof.

1.16 Interest Rate – shall mean the rate of interest calculated in accordance with the methodology specified for interest on refunds in the FERC’s regulations at 18 C.F.R. § 35.19a(a)(2)(iii) or successor thereto.

1.17 Isolation Device – shall mean a device that can be manually opened to isolate one portion of the Delivery Facilities from another and provides a visual point of disconnection.

1.18 Planning Zone – shall mean a set of electrical busses in an electrically contiguous portion of Dominion’ Facilities as modeled for planning purposes by Dominion.

1.19 Project – shall mean all work, equipment, materials, and services undertaken, whether physical or intellectual, related to the installation, modification, or removal of Dominion’s Facilities.

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1.20 Protection Device – shall mean a device to isolate, without manual intervention, one portion of Delivery Facilities from another when an overload condition or other condition is present that may have damaging effects on the Delivery Facilities or to parties interconnected to the Delivery Facilities. An Isolation Device may be integral with a Protection Device.

1.21 PJM – shall mean PJM Interconnection, L.L.C., or any successor Regional Transmission Organization (RTO).

1.22 PJM OATT – shall mean the PJM Open Access Transmission Tariff.

1.23 PJM Requirement – shall mean any rule, charge, procedure, or other requirement of PJM, including the PJM OATT, applicable to FERC-jurisdictional transmission service provided over Dominion’s Facilities.

1.24 Reliability Council – shall mean the North American Electric Reliability Council or any successor agency assuming or charged with similar responsibilities related to the operation and reliability of the North American electric interconnected transmission grid, including any regional or other subordinate council of which Dominion is a member.

1.25 Service Area – shall mean the geographical area in which Dominion provides, or is authorized to provide, Electricity Delivery.

ARTICLE 2

SCOPE OF AGREEMENT

2.1 Purpose – This Agreement sets forth the terms and conditions under which Dominion and Customer shall interconnect and operate their respective Delivery Facilities.

2.2 Facilities at Delivery Points – Dominion and Customer, during the term of this Agreement, shall operate and maintain their respective Delivery Facilities at and in the area surrounding the Delivery Point as described in the Delivery Point Catalog. Any change in the Delivery Points or the Delivery Facilities owned by either Party at the Delivery Points shall be reflected in a modification to the Delivery Point Catalog. Delivery Points and related Delivery Facilities may be added, modified, or removed pursuant to this Agreement.

2.3 Operational Standard – The Parties shall discharge any and all obligations under this Agreement with Due Diligence and in accordance with Good Utility Practice.

2.4 Customer Responsibility – Customer shall be responsible for obtaining, under separate agreements, additional services as needed, including, without limitation: transmission service including distribution service, energy, capacity, and ancillary services.

2.5 Losses – Nothing in this Agreement shall be construed as requiring Dominion to be responsible for any electrical losses associated with the delivery of electricity to a Delivery Point.

2.6 Interruption of Delivery – Nothing in this Agreement shall be construed as guaranteeing uninterrupted or undisturbed delivery of electricity to a Delivery Point.

ARTICLE 3

TERM, TERMINATION, MODIFICATION AND REGULATORY APPROVAL

3.1 Effective Date – This Agreement shall become effective May 1, 2005, or such other date as may be designated by the FERC.

3.2 Filing of Agreement for Regulatory Approval – Promptly upon execution of this Agreement by the Parties, Dominion shall file the Agreement with FERC under Section 205 of the Federal Power Act and shall request an effective date which shall be the Effective Date of acceptance of this Agreement by the FERC, subject to waiver of any applicable notice and

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filing requirements. In the event that the FERC, or a court of competent jurisdiction, determines that the FERC does not have jurisdiction over this Agreement, then the Effective Date shall be the date first set forth above.

3.3 Term – This Agreement shall remain in full force and effect until any one of the following occurs: (i) Customer by 12 months’ advance written notice to Dominion terminates the Agreement, (ii) the Agreement is terminated pursuant to Article 21, or (iii) the Agreement is terminated by action of a Governmental Authority.

3.4 Effect of Termination – The provisions of this Agreement relating to billing, payments and liabilities in connection with the actions of the Parties during the term of this Agreement shall survive termination of this Agreement until they are fully discharged.

3.5 Renegotiable Events – If one of the following conditions occurs, the Parties shall negotiate in good faith to amend this Agreement or to take other appropriate action so as to protect each Party’s interest in this Agreement. If the Parties are unable to reach agreement, either Party shall have the right to unilaterally file with the FERC, pursuant to Section 205 or Section 206 of the Federal Power Act as appropriate, proposed amendments to this Agreement that the Party deems reasonably necessary to protect its interests.

3.5.1 Any change to Applicable Laws and Regulations having a material impact upon the effectiveness or enforceability of any provision of this Agreement.

3.5.2 This Agreement is not approved or accepted for filing by the FERC without modification or condition.

3.5.3 PJM or the Reliability Council prevents, in whole or in part, either Party from performing any provisions of this Agreement in accordance with its terms.

3.5.4 PJM Requirements are modified in a manner that materially affects either Party’s ability to perform its obligations under this Agreement.

3.6 Amendments to the Agreement

3.6.1 Amendments – In the event that the Parties agree to amend this Agreement, Dominion shall, if required, file any such amendment or modification with the FERC.

3.6.2 Section 205 and 206 Rights – This Agreement shall not preclude either Party from exercising its rights under Sections 205 and 206 of the Federal Power Act to file for a change in any rate, term, condition or service provided under this Agreement.

ARTICLE 4

RELATIONSHIP TO PJM

4.1 PJM Compliance – Each Party shall comply with the PJM Requirements. In the event of a conflict between the PJM Requirements and those of this Agreement, the PJM Requirement shall govern.

4.2 Provision of Timely and Accurate Data – Each Party shall provide billing data as required by PJM. If the responsible Party has not provided such billing data by PJM’s initial accounting deadline, the responsible Party shall provide such billing data to PJM as soon as reasonably possible thereafter, and no later than the accounting deadline applicable to PJM’s final settlement of the billing period.

4.3 Billing Data – In the event Dominion cannot obtain, on a timely basis, Customer billing data via remote meter interrogation or directly from PJM, Customer shall provide to Dominion, if requested, a copy of such billing data in a format that is the same or substantially the same that Customer provided to PJM and at the time it is provided to PJM.

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ARTICLE 5

PLANNING

5.1 Planning Coordination – The Parties agree to coordinate planning for joint operations and construction of Delivery Facilities in accordance with Good Utility Practice. Each Party shall keep the other informed of its future needs and plans, and any changes necessitated by altered needs and plans may be jointly studied to develop the plan of, additions to, or alterations of existing Delivery Facilities that will produce the greatest joint benefits to Dominion and the Customer.

5.2 Supply of Information – Dominion shall continue to plan and be responsible for Dominion Facilities not under the operational control of PJM. Customer shall furnish annually, prior to September 1, a forecast of its total projected load, including summer and winter peaks, and its transmission and Delivery Point plans, as such plans may affect Customer, for at least the succeeding ten-year period. Such forecast provided by Customer shall also include projected load for each of Customer’s Delivery Points served by Dominion on a non-coincident basis among all of Customer’s Delivery Points and such other data as mutually agreed. The Parties shall jointly explore the effect of Customer’s plans, including future Delivery Points, on Dominion’s Facilities. If either Party makes a revision to its forecast during the year, notification of such revision shall be given in writing to the other Party in a timely fashion.

5.3 Additional Information – To the extent not otherwise specified, the Parties shall provide each other with whatever information is reasonably necessary for the Parties to meet their planning obligations with PJM.

5.4 Notification of Changes – Each Party shall notify the other in advance, of any changes to be made to its respective Delivery Facilities, which will affect the proper coordination of protective devices on Customer’s Facilities and Dominion’s Facilities.

ARTICLE 6

DELIVERY POINT FACILITIES

6.1 Ownership, Operation, and Maintenance – Customer shall own, operate and maintain all Delivery Facilities, except Delivery Point metering equipment, on Customer’s side of the Delivery Points, unless otherwise mutually agreed. Dominion shall own, operate and maintain all Delivery Facilities on Dominion’s side of the Delivery Points, unless otherwise mutually agreed.

6.2 Modifications of Existing Delivery Points – Where modifications are requested by either Party for an existing Delivery Point, the requested modifications will be reviewed, the costs of the changes allocated between the Parties and, if necessary, a new Delivery Point established. If the change is mutually agreed upon or if the change is reasonably required in accordance with Good Utility Practice, each Party shall be responsible for its own costs. Otherwise, the Party requesting the change shall be fully responsible for the change and shall pay all costs incurred as a result of such change. When Customer so requests, Dominion shall provide a preliminary, non-binding estimate of the cost to modify Dominion’s Facilities.

6.3 Future Delivery Points – Customer shall determine its needs for future Delivery Points and shall give Dominion advance notice pursuant to Section 6.6. Dominion and the Customer shall review the Customer’s plans for reasonableness and consistency with Good Utility Practice.

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6.3.1 It is the intent of the Parties that the number, capacity, and location of future Delivery Points will result from a joint planning process using Good Utility Practice.

6.3.2 Future Delivery Points shall be established at the point where adequate Dominion Facilities exist, or for other purposes of Dominion are planned to exist, at the requested time of the connection.

6.3.3 Future Delivery Points will be established at 230 KV or 115 KV, except in those cases where Dominion and the Customer, consistent with Good Utility Practice, determines that service at a lower voltage level is appropriate. Dominion shall not unreasonably withhold service at such lower voltage levels.

6.3.4 Each Party shall pay the costs of those Delivery Facilities on its side of the future Delivery Point except as provided in Article 13. Dominion shall have the right to designate certain Delivery Facilities in its own Service Area that it may construct at its own cost, which would otherwise be constructed by Customer.

6.3.5 The Customer may construct a future Delivery Point even though under Good Utility Practice the need for such Delivery Point could be satisfied through the modification and/or upgrading of existing Customer Facilities, provided that such future Delivery Point will not cause safety or reliability problems on Dominion Facilities, and the Customer shall bear the incremental cost to Dominion, pursuant to Appendix B, of the required Dominion Facilities.

6.4 Requests and Notifications – In the following events, Customer shall submit a request or notification to Dominion pursuant to Appendix A:

6.4.1 Customer desires the installation, modification, or removal of Dominion’s Delivery Point Facilities, or modification to the capacity or characteristics of Dominion’s Delivery Point Facilities.

6.4.2 Customer desires to discontinue Electric Delivery to one or more Delivery Points.

6.4.3 Customer plans changes to Customer’s Facilities that are reasonably anticipated to (i) lead to a modification to Dominion’s Facilities or (ii) impact the operation of Dominion’s Facilities.

6.5 Dominion’s Review of Request – In accordance with the provisions of Appendix A, Dominion shall review Customer’s request and provide a response including, as appropriate, any estimate for the cost of work to be performed.

6.6 Timing of Requests and Notifications – Customer shall use Due Diligence to submit requests and notifications pursuant to Appendix A as far in advance as possible of the Customer’s desired Commercial Operation Date. Dominion shall use Due Diligence to meet Customer’s desired Commercial Operation Date. If Dominion determines Customer’s Commercial Operation Date cannot be met within Dominion’s ordinary course of business, following Good Utility Practices, Dominion shall notify Customer in writing of any increased costs, including without limitation engineering, design, estimating, materials, or construction, which increased cost shall be Customer’s responsibility. Dominion shall incur such costs only upon prior written authorization of Customer.

6.7 Delivery Point Construction – Customer’s Delivery Point Facilities shall be constructed such that they are suitable for connection to Dominion’s Facilities. Customer shall be responsible for the cost of Dominion connecting Customer’s Facilities to Dominion’s Facilities at the Delivery Point.

6.8 Land Rights – Dominion shall not be required to construct Delivery Facilities where adequate permits, easements, rights-of-way, or land cannot be reasonably obtained; however Customer may, at Customer’s cost, obtain or assist Dominion in obtaining such permits, easements, rights-of-way, or land.

6.9 Removals – Customer shall pay any cost incurred by Dominion to fulfill Customer’s request to remove or abandon Delivery Point Facilities. Such cost shall be reduced by the actual material salvage value and scrap value, but the net cost shall not be less than zero.

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Customer shall also pay the depreciated original cost of the Delivery Facilities removed to the extent Customer has not previously paid the original cost of such facilities. The depreciated original cost shall be determined as the original cost of such facilities (or, if unavailable, a reasonable estimate thereof), depreciated for the period such facilities have been in service, including tax consequences. Such depreciation shall be calculated using Dominion’s depreciation procedures in effect at the time, and such depreciation procedures shall be consistent with accepted industry practices.

6.10 Temporary Dominion Facilities – Temporary Dominion Facilities are those Dominion Facilities planned to be in use less than five years, or those included in a plan mutually agreed to by the Parties that provides for their removal upon a predetermined future date or event. When temporary Dominion Facilities are provided upon Customer request, Customer shall pay prior to installation, the estimated installed cost of the temporary Dominion Facilities. Prior to the removal of temporary Dominion Facilities, Customer shall pay the estimated cost of removal, less the estimated value of salvaged and scrapped material, but the net charge shall not be less than zero. Customer’s final cost in both cases shall be based on Dominion’s actual cost, and Dominion shall bill or refund Customer accordingly.

6.11 Authorization – Dominion shall not proceed with performing any work or make any acquisitions relative to a Customer’s request, without receiving written authorization from Customer to proceed and Customer’s prior written agreement to pay for such work.

6.12 Cancellation – If, for any reason, Customer cancels the installation, modification, or removal of Dominion Facilities initiated pursuant to Appendix A, Dominion may, in accordance with Article 14, bill for costs incurred by Dominion relative to the implementation of such request.

ARTICLE 7

CUSTOMER’S PROTECTION AND ISOLATION DEVICES

7.1 Customer’s Isolation Device – For each Delivery Point, Customer shall install, own, and maintain an Isolation Device on Customer’s side of the Delivery Point that at a minimum provides a visual point of disconnection between the Parties. Except as may be mutually agreed by the Parties, the Isolation Device shall be configured, placed, and maintained in a manner that allows Dominion, without escort, to readily view the device and determine whether it is open or closed.

7.2 Customer’s Protection Device – For each Delivery Point, Customer shall, install, own, and maintain Protection Devices on Customer’s side of the Delivery Point and up-line from all load on Customer’s Facilities. Such devices shall protect Dominion’s Facilities and Customer’s Facilities from any deleterious effects of being connected to each other, and shall properly coordinate with Dominion’s Protection Devices. A Protection Device meeting all requirements of Section 7.1 may also serve as the Isolation Device. Protection Devices shall be compatible with Reliability Council standards and PJM Requirements.

ARTICLE 8

NORMAL OPERATIONS

8.1 Effect on the Other Party – Each Party shall refrain from any acts or uses of its Delivery Facilities that may have a significant adverse effect upon the reliability or characteristics of the other Party’s Delivery Facilities.

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8.2 Interruption – Dominion may interrupt Electricity Delivery to modify, maintain, or repair Dominion’s Facilities, and for such other purposes consistent with Good Utility Practice. Dominion shall provide Customer with as much notice as is reasonably possible of any planned interruptions of service.

8.3 Outage Planning – The Parties shall cooperate in the advance planning of outages and switching operations reasonably anticipated to materially affect one another, including, without limitation, the loading or distribution of loads on the other Party’s Delivery Facilities. Each Party shall use Due Diligence to schedule such outages and switching operations at a time mutually acceptable to both Parties. Outage planning shall follow all applicable PJM Requirements. The impact of congestion will be considered as it affects each Party’s load in the scheduling of outages.

8.4 Routine Work Schedules – When practicable, switching operations and outages shall be performed consistent with both Parties’ routine work schedules. If a Party requests switching operations or outages (the “requesting Party”) at times that cause the Party accommodating the request (the “accommodating Party”) to incur costs due to the scheduling of additional personnel or extending the workday of personnel, and if the accommodating Party otherwise agrees to the timing of the work, the requesting Party shall pay such additional costs incurred by the accommodating Party.

8.5 Reactive Load – Customer shall control the amount of reactive load imposed on Dominion’s Facilities.

8.5.1 Customer shall control reactive load at Delivery Points within the same ranges as Dominion controls reactive load for Dominion’s own retail load. As of the effective date of this Agreement, such ranges are as specified below.

8.5.1.1 For all of Customer’s Delivery Points within a single Planning Zone where the Delivery Point is at 69 kV or greater, Customer shall maintain an aggregate power factor within such Planning Zone of not less than 97.3 percent (lagging).

8.5.1.2 For all of Customer’s Delivery Points within a single Planning Zone where the Delivery Point is at less than 69 kV, Customer shall maintain an aggregate power factor within such Planning Zone at not less than 99.0 percent (lagging).

8.5.1.3 The calculation of the Customer’s monthly power factor, and any applicable reactive power charges, shall be in accordance with the Service Agreement for Network Integration Transmission Service under which the Customer purchases Network Integration Transmission Service in the Dominion Zone, as such may change from time to time. The Dominion Zone shall be as defined in the PJM OATT.

8.5.2 Through the Administrative Committee, the Parties shall work to develop a plan to bring the Customer’s Delivery Points within each Planning Zone into compliance with the power factor requirements of Section 8.5.1.

8.5.3 The Planning Zone of each Delivery Point shall be listed in the Delivery Point Catalog. The Planning Zones as used in determining compliance to this Section 8.5 may be revised by Dominion upon one year’s advance notice.

8.6 Abnormal Conditions Impairing Other Party – Any abnormal condition on one Party’s Delivery Facilities which impairs the other Party’s ability to operate its Delivery Facilities or provide service to its customers shall be corrected by the Party owning the Delivery Facilities upon which the abnormal condition exists (the “Abnormal Condition Party”). Following receipt of notice, the Abnormal Condition Party shall take whatever reasonable action is necessary to protect the other Party’s Delivery Facilities from damage. If the Abnormal Condition Party fails to make the correction within a reasonable time, the other Party shall have the right, but not the obligation, to install facilities or perform such other work as may be appropriate to mitigate the impact. The Abnormal Condition Party shall bear the cost responsibility for such mitigation.

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8.7 Customer Not to Interconnect Dominion Facilities – Customer shall not, without advance permission from Dominion, configure or operate Customer’s Facilities in such a manner as to create an electrical interconnection between one Delivery Point and another. In seeking permission for such interconnection, Customer shall provide Dominion with as much time to evaluate the request as Customer is reasonably able to provide.

8.8 Alternate Delivery Sources – Alternate paths of delivering electricity to Customer are subject to the following operational limitations.

8.8.1 Customer shall not take delivery of electricity at Delivery Point Facilities designated as an alternate path except during times when delivery via the normal path is unavailable. Dominion may at its sole discretion grant exceptions to this in writing.

8.8.2 In utilizing alternate paths of delivering electricity, Customer shall not energize Dominion Facilities that are de-energized and Customer shall isolate faults on Customer’s Facilities before connecting to the alternate source of delivery.

8.9 Generation – Customer shall be responsible for assuring that any generation connection to Customer’s Facilities complies with all applicable generator interconnection requirements.

ARTICLE 9

EMERGENCY OPERATIONS

9.1 Immediate Action and Notice – Upon becoming aware of an Emergency, each Party shall immediately take action that, in its reasonable judgment, is appropriate to prevent, avoid or mitigate injury, danger, or loss; and shall provide the other with notification that is prompt under the circumstances when such Emergency is reasonably expected to have a material effect on the other.

9.2 Response – During an Emergency, each Party shall, without compensation from the other Party, operate its Delivery Facilities so as to implement Emergency procedures of PJM or Dominion. However, neither Party shall be required to take any action, which that Party reasonably considers would cause unsafe conditions or damage to its Delivery Facilities or to facilities owned by its customers. Either Party shall have the right to disconnect from the other Party’s system to protect facilities and persons from harm.

9.3 Records – Each Party shall keep and maintain records of actions taken during an Emergency that may reasonably be expected to impact the other Party’s Delivery Facilities and shall make such records available to the other Party. Either Party shall have the right, during normal business hours, and upon prior reasonable notice to the other Party, to audit each other’s records pertaining to either Party’s performance and/or satisfaction of obligations arising under this Article during the thirty-six month period prior to commencement of the audit. Any audit authorized by this provision shall be performed at the offices where such records are maintained and shall be limited to those portions of such records that relate to obligations under this Article.

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ARTICLE 10

INSPECTION AND TESTING

10.1 Routine Inspection – Each Party shall routinely inspect and test its protection equipment and other Delivery Facilities.

10.2 Inspection Prior to Energizing – Before new or modified Delivery Point Facilities are energized for the first time, each Party shall inspect its own Delivery Point Facilities for the purpose of identifying and addressing any functional or safety deficiencies.

10.3 Witness of Inspection – Each Party shall, as appropriate under the circumstances, reasonably inform the other of inspections and tests on its own Delivery Facilities which, if they fail to operate properly, can reasonably be expected to have a material adverse effect on the other Party. Parties shall be permitted to witness the other Party’s inspection and tests of such facilities.

10.4 No Duty to Witness – Each Party has the right, but not the duty, to witness inspection or testing of the other Party’s Delivery Facilities as described in this Article. Neither Party, in its capacity as a witness to inspection or testing, is responsible to the other Party or to any third party for omissions or oversights that may occur during inspections or testing.

ARTICLE 11

MAINTENANCE

Each Party shall maintain its Delivery Facilities in accordance with the PJM Requirements and the provisions of this Agreement.

ARTICLE 12

RIGHTS OF ACCESS

12.1 Routine Entry Upon Mutual Consent – The Parties recognize that performance under this Agreement may require entry by one Party onto property controlled by the other. Except as provided in Section 12.2, such entry shall be made only on mutual consent of the Parties, which consent shall not be unreasonably withheld. The Party gaining entry shall notify the other prior to such entry.

12.2 Emergency Entry – During an Emergency, the Party seeking entry shall make reasonable efforts to notify the other Party, but shall nevertheless be permitted access to the property without prior mutual consent.

12.3 Safety Requirements – When working on property controlled by the other, each Party shall comply, and require its employees, subcontractors, and agents to comply, with:

12.3.1 The other Party’s applicable safety requirements and rules, which each Party shall provide to the other upon request.

12.3.2 All safety and environmental requirements of federal, state, and local laws, rules, regulations, and ordinances, along with accepted industry safety practices.

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ARTICLE 13

METERING

13.1 Meter Ownership – Customer may own the metering equipment used for billing. If Customer chooses not to own such metering equipment, Customer shall reimburse Dominion for the cost of the metering equipment. Neither Party shall be required to sell its metering equipment to the other; however, the Parties are not prohibited from entering into an agreement for such sale.

13.2 Capabilities – Metering equipment shall, at a minimum, have the following capabilities.

13.2.1 Metering equipment shall record kWh by 30-minute interval, and shall record kQh by 30-minute interval.

13.2.2 For meters installed on and after the Effective Date, and where practicable for meters substantially modified on or after the Effective Date, such meters shall have remote interrogation capability. Remote interrogation capability shall be retained for meters having such capability as of the Effective Date. The requirement for remote interrogation capability shall be waived for a particular metering application if both Parties agree to forego remote interrogation capability.

13.3 Items Provided by Customer – Customer shall provide the items described below.

13.3.1 When Dominion owns the metering equipment used for billing, Customer shall provide and maintain the following at Customer’s cost:

13.3.1.1 Suitable mounting space for metering and associated devices, including space for communication devices.

13.3.1.2 When metering equipment is within Customer’s substation or otherwise connected to Customer’s equipment, any required conduit for secondary wiring from the instrument transformers to the meter cabinet.

13.3.2 When Dominion owns the metering equipment used for billing, and when such equipment is within Customer’s substation or otherwise connected to Customer’s equipment, Customer shall install at Customer’s cost, the following Dominion-owned equipment.

13.3.2.1 Metering transformers.

13.3.2.2 Metering and instrument cabinets and enclosures.

13.3.2.3 Wiring for the instrument transformers on the primary side, including connection of the wiring.

13.3.3 Subject to Article 12, when Customer owns the metering equipment used for billing, Customer shall provide suitable mounting space and other accommodations for any metering equipment and devices, including communication devices, which Dominion may desire to install for purposes of operating Dominion’s Facilities and check-metering. Customer shall permit Dominion to connect such metering equipment to Customer’s instrument transformers, Customer shall make suitable accommodations to permit such connection, and Customer shall permit Dominion to remotely interrogate the metering used for billing.

13.4 Location of Metering – Unless the Parties mutually agree to other metering locations, metering equipment used for billing shall be as close as practicable to the Delivery Point. When measurement is made at any point other than the Delivery Point, suitable adjustment for losses between the point of measurement and the Delivery Point will be applied to all measurements so made. Where transformation is present at the Delivery Point, the Parties shall, when practicable and cost-effective, place the meters on the secondary side of such transformation, compensated to the Delivery Point.

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13.5 Security – Neither Party shall break any seals nor cut or open any locks placed by the other Party on the other Party’s meters. A Party shall not reset or otherwise tamper with meters owned by the other Party. If a Party’s meters support such capability, the other Party shall be permitted access to information as listed below.

13.5.1 Read any visual displays of such meters consistent with the provisions of Article 12.

13.5.2 Have password-protected read-only remote interrogation access to such meters via a permanent Customer-owned communications link.

13.5.3 Receive real-time data from such meters via a permanent Customer-owned communications link as approved by Dominion.

13.6 Meters Not Used for Billing – A Party may place its own metering equipment not used for billing; however such metering equipment shall be installed and operated in a manner that does not adversely impact the accuracy, integrity, and security of the meters used for billing.

13.7 Meter Accuracy – Meter testing requirements and the obligations of the Parties regarding the cost of meter tests shall be as specified in the PJM OATT. Meters used for billing shall be considered accurate if testing determines the recorded usage is within one percent of actual usage. If meters are determined to be inaccurate, the rights and obligations of the Parties regarding rebilling are as specified in the PJM OATT.

13.8 Specifications – Whether provided by Dominion or Customer, all items provided under this Article for Customer billing or for load monitoring, including, without limitation, mounting space, hardware, software, communications devices, and communications links, shall conform to Dominion’s space and performance specifications, as may be modified or updated from time to time. Customer shall, at Customer’s cost, update or modify Customer-owned equipment or software as necessary to conform with updates or modifications to such items in the event and to the extent such modifications are appropriate for Customer billing or for load monitoring. Communications links provided by Customer under this Agreement shall have appropriate protection and isolation equipment as specified by Dominion, including, without limitation, optical isolators, high voltage protection, and surge protection.

ARTICLE 14

BILLING, PAYMENT AND CREDIT

14.1 Dominion’s Cost of Projects – Under all provisions of this Agreement, Dominion’s cost arising from a Project shall include the full cost related to proper and timely completion of the work, including all applicable direct and indirect overheads as the same may be in effect from time to time. For payment amounts which are Contributions in Aid of Construction (CIAC), to the extent that such payments are classified as taxable income to Dominion, the total payment shall be increased or “grossed up” by an amount equal to Dominion’s income tax consequences arising from the CIAC.

14.2 Security – Customer shall only be required to provide to Dominion a security, in a form acceptable to Dominion, that names Dominion as the beneficiary, equal to Dominion’s projected Project cost, in the event Customer does not meet Dominion’s reasonable creditworthiness standards. If Customer provides a security, the following shall apply:

14.2.1 As payments from Customer are received, Dominion shall allow Customer to reduce the level of such security as may be in place, to an appropriate amount equal to Dominion’s estimated remaining Project cost.

14.2.1 If Dominion expects the actual Project cost to exceed its projected cost by more than ten percent, Dominion shall promptly notify Customer, and provide Customer with the reason(s) for the increase. Upon such notice Customer shall, if required by Dominion, increase the security by the increased projected cost.

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14.3 Billing – For Project work performed by Dominion for Customer under this Agreement, Dominion shall bill any applicable charges to Customer as provided below. However, any ongoing monthly charges billed by Dominion to Customer pursuant to Appendix B shall be billed in accordance with the procedures and practices applicable to charges under the PJM OATT for transmission service.

14.3.1 For Project work, Dominion shall bill Customer periodically, but not more frequently than monthly, for chargeable amounts accrued to the Project, unless the Parties otherwise agree.

14.3.2 Upon completion of the Project, Dominion shall promptly accumulate its final charges, and shall render a final bill to Customer.

14.4 Payment – Payment for amounts billed pursuant to Section14.3 shall be in accordance with the following. However, any ongoing monthly charges billed by Dominion to Customer pursuant to Appendix B shall be paid in accordance with the procedures and practices applicable to charges under the PJM OATT for transmission service.

14.4.1 Customer shall make payment to Dominion for billed amounts with immediately available funds within thirty (30) days of the date of the invoice. If payment has not been made within such period, the payment shall be considered as overdue.

14.4.2 Interest on overdue amounts shall be calculated at the Interest Rate from the due date of the bill to the date of payment.

14.4.3 If Customer disputes all or part of any bill, Customer shall promptly supply Dominion with a reasonably detailed written explanation of the basis for the dispute. In the event of a billing dispute, Dominion shall continue to perform under this Agreement so long as (i) Customer continues to make all payments not in dispute, and (ii) Customer pays into an independent escrow account for the portion of the invoice in dispute, pending resolution of the dispute; or as an alternative to escrow, Customer pays such amount directly to Dominion and Dominion shall return any portion thereof due Customer upon resolution of the dispute. If an escrow is established, it shall be established by Customer under terms agreeable to Dominion, which agreement shall not be unreasonably withheld. Upon ultimate resolution of the dispute, the prevailing Party shall be entitled to receive the disputed amount, as finally determined to be payable, along with interest accrued at the Interest Rate through the date on which payment is made, within fifteen (15) days of such resolution.

14.4.4 Payment of an invoice shall not relieve the paying Party from any responsibilities or obligations it has under this Agreement, nor shall such payment constitute a waiver of any claims arising hereunder.

14.5 Cancellation of Project – Upon written notice, Customer may direct Dominion to discontinue work performed for Customer by Dominion pursuant to the terms of this Agreement. In the event of such discontinuance:

14.5.1 Customer shall reimburse Dominion for all costs incurred by Dominion (including costs which Dominion has committed itself to incur) arising from Dominion’s implementation of such Customer request.

14.5.2 Dominion shall to the extent possible, and with Customer’s authorization, cancel any pending orders of, or return, equipment or materials. To the extent Customer has already paid Dominion for equipment and materials that is cancelled or returned pursuant to this section, Dominion shall promptly refund such amounts to Customer, less any cost, including penalties, incurred by Dominion to cancel any pending orders of, or return, such equipment or materials. Dominion may, at its option, retain any portion of such equipment or materials, in which case Dominion shall be responsible for all costs associated

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with their procurement. If Dominion elects not to retain any portion of such equipment or materials, Dominion shall convey and deliver to Customer such equipment or materials as soon as practicable after Customer’s payment for such equipment or materials.

14.6 Audits – Within two years following a calendar year, during normal business hours, Customer and Dominion shall have the right to audit each other’s accounts and records pertaining to transactions under this Agreement that occurred during such calendar year at the offices where such accounts and records are maintained; provided that the audit shall be limited to those portions of such accounts and records that reasonably relate to the performance of the Parties pursuant to this Agreement for said calendar year. The Party being audited shall be entitled to review the audit report and any supporting materials.

ARTICLE 15

ADMINISTRATIVE COMMITTEE

15.1 Membership – The Parties shall establish an Administrative Committee to administer this Agreement. Each Party shall name one member to the Administrative Committee (the “Member”) and an alternate member (the “Alternate”). Each Party shall promptly notify the other of the name, title, mailing address, and telephone number(s) of the Member and the Alternate, and any changes thereto.

15.2 Authority to Act – The Member and Alternate shall be authorized to act on behalf of the Party regarding all matters within the scope of this Agreement, including making commitments on behalf of the Party consistent with the scope of this Agreement.

15.3 Responsibilities – The Administrative Committee shall coordinate and oversee the implementation and administration of this Agreement. Among its other duties, the Administrative Committee shall maintain an up-to-date Delivery Point Catalog.

15.4 Meeting Schedule – Meetings of the Administrative Committee shall be held at the discretion of the Administrative Committee, but not less than annually unless both Parties affirmatively agree a meeting is not needed.

ARTICLE 16

FORCE MAJEURE

16.1 Force Majeure – An event of Force Majeure means any act of God, labor disturbance, act of the public enemy, war (whether declared or undeclared), insurrection, riot, terrorism, fire, storm or flood, explosion, breakage or accident to machinery or equipment, order, regulation or restriction imposed by a Governmental Authority, or any other cause beyond a Party’s control. A Force Majeure event does not include an act of negligence or intentional wrongdoing. Neither Party shall be considered in default as to any obligation under this Agreement if prevented from fulfilling the obligation due to an event of Force Majeure. Economic hardship of either Party shall not constitute Force Majeure under this Agreement, nor shall anything contained in this paragraph or elsewhere in this Agreement excuse Customer or Dominion from strict compliance with the obligation of the Parties to comply with the terms of Article 14.

16.2 Response to Force Majeure Event – Each Party shall have the obligation to operate at all times using Due Diligence to overcome and remove any cause of failure to perform.

16.3 Expedited Response – If a Party responding to a Force Majeure event has the ability to obtain, for additional expenditures, expedited material deliveries or labor production which would allow a response to the event in a manner that is above and beyond Good Utility

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Practice, and such a response could shorten the duration of the Force Majeure event, the Party responding to the event may, at its discretion, present the other Party with the option of funding the expenditures for expediting material deliveries or labor production in an effort to reduce the duration of the event and economic hardship. Each such opportunity shall be negotiated on a case-by-case basis by the Parties.

ARTICLE 17

LIABILITY

17.1 Responsibility of the Parties – Except to the extent of the other Party’s negligence or willful misconduct, each Party shall be responsible for all physical damage to or destruction of the property, equipment and/or facilities owned by it and its Affiliates, regardless of who brings the claim and regardless of who caused the damage, and shall not seek recovery or reimbursement from the other Party for such damage; but in any such case, Dominion and Customer shall exercise Due Diligence to remove the cause of any disability at the earliest practicable time.

17.2 Limitation of Liability – To the fullest extent permitted by law and notwithstanding other provisions of this Agreement, in no event shall a Party, its Affiliates, or any of their respective officers, directors, employees, agents, successors or assigns be liable to the other Party, whether in contract, warranty, tort, negligence, strict liability, or otherwise, for special, indirect, incidental, multiple, consequential (including, without limitation, replacement power costs, lost profits or revenues, and lost business opportunities), or punitive damages, related to or resulting from performance or nonperformance of this Agreement or any activity associated with or arising out of this Agreement.

ARTICLE 18

INDEMNIFICATION

18.1 Customer’s Indemnity of Dominion – Subject to the provisions of Section 18.3, Customer shall indemnify, hold harmless and defend Dominion, its parent, Affiliates, and successors, and their officers, directors, employees, shareholders, agents, contractors, subcontractors, invitees and successors, from and against any and all claims, demands, suits, obligations, payments, liabilities, costs, losses, judgments, damages and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements, and compromises relating thereto, reasonable attorneys’ and expert fees and reasonable disbursements in connection therewith) for damage to property, injury to or death of any person, including Dominion’s employees, Customer’s employees and their Affiliates’ employees, or any third parties, to the extent caused wholly or in part by any negligent or intentional act or omission by Customer or its officers, directors, employees, agents, contractors, subcontractors and invitees arising out of or connected with Customer’s performance or breach of this Agreement, or the exercise by Customer of its rights hereunder.

18.2 Dominion’s Indemnity of Customer – Subject to the provisions of Section 18.3, Dominion shall indemnify, hold harmless and defend Customer, its parent, Affiliates, and successors, and their officers, directors, employees, shareholders, agents, contractors, subcontractors, invitees and successors, from and against any and all claims, demands, suits, obligations, payments, liabilities, costs, losses, judgments, damages and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements, and compromises relating thereto reasonable attorneys’ and expert fees and reasonable disbursements in connection therewith) for

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damage to property, injury to or death of any person, including Customer’s employees, Dominion’s employees and their Affiliates’ employees, or any third parties, to the extent caused wholly or in part by any negligent or intentional act or omission by Dominion or its officers, directors, employees, agents, contractors, subcontractors and invitees arising out of or connected with Dominion’s performance or breach of this Agreement, or the exercise by Dominion of its rights hereunder.

18.3 Notice of Claim – Any Party seeking indemnification under this Agreement shall give the other Party notice of such claim promptly but in any event on or before the tenth (10^th) day after the Party’s actual knowledge of such claim or action. Such notice shall describe the claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the claim that has been, or may be sustained by, said Party. To the extent that the other Party will have been actually and materially prejudiced as a result of the failure to provide such notice, such notice will be a condition precedent to any liability of the other Party under the provisions for indemnification contained in this Agreement. Neither Party may settle or compromise any claim for which indemnification is sought under this Agreement without the prior consent of the other Party; provided, however, said consent shall not be unreasonably withheld or delayed.

ARTICLE 19

INSURANCE

19.1 Insurance Required – Each of the Parties agree to maintain, at its own cost and expense, liability, worker’s compensation, and other forms of insurance relating to its Delivery Facilities in the manner, and amounts, and for the duration of the term of this Agreement, as the Parties may, from time-to-time, agree to amend. Each Party may require the other Party to maintain coverage for five years on all policies written on a “claims made” basis. The Parties agree to maintain workers compensation insurance coverage and employers liability insurance in the amount of One Million Dollars (USD1,000,000) per accident and a commercial general liability and if necessary, commercial umbrella or excess liability insurance coverage including contractual liability coverage, and personal injury coverage in the amount of Ten Million Dollars (USD10,000,000) per occurrence for bodily injury and property damage. Either Party may initiate a review the foregoing insurance amounts not more frequently than once every five years. When such review is initiated, the Parties shall, by mutual agreement, which agreement shall not be unreasonably withheld, determine any appropriate adjustments to the types and amounts of insurance.

19.2 Provisions or Endorsements – Every contract of insurance providing the coverage required in this Article shall include provisions or endorsements listed below. Upon a Party’s receipt of any notice of cancellation or non-renewal, that Party shall immediately provide written notice thereof to the other Party.

19.2.1 A provision or endorsement that provides a waiver of subrogation in favor of the other Party and its Affiliates and their directors, officers, and employees.

19.2.2 A provision or endorsement that such policies may not be canceled or nonrenewed without thirty (30) days’ prior written notice to each Party.

19.3 Certificates of Insurance – At least fifteen (15) days prior to the Effective Date and thereafter upon reasonable request, each Party shall provide to the other Party, properly executed and current certificates of insurance with respect to all insurance policies required to be maintained by such Party under this Agreement. Certificates of insurance shall provide the following information:

19.3.1 Name of insurance company, policy number and expiration date.

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19.3.2 The coverage required and the limits on each, including the amount of deductibles or self-insured retentions, which shall be for the account of the Party maintaining such policy.

19.3.3 A statement indicating that the other Party shall receive at least thirty (30) days’ prior written notice of cancellation or nonrenewal of a policy.

19.3.4 A statement indicating that Dominion and its Affiliates have been named as additional insureds on the general liability and umbrella/excess liability policies.

19.4 Inspection of Original Policy – Each Party shall have the right to inspect the original policies of insurance applicable to this Agreement at the other Party’s place of business during regular business hours.

19.5 Self-Insurance – Notwithstanding the foregoing, each Party may self-insure to meet the minimum insurance requirements of Article 19 to the extent it maintains a self-insurance program; provided that, such Party’s senior secured debt is rated at investment grade or better by Standard & Poor’s and that its self-insurance program meets the minimum insurance requirements of Article 19. For any period of time that a Party’s senior secured debt is unrated by Standard & Poor’s or is rated at less than investment grade by Standard & Poor’s, such Party shall comply with the insurance requirements applicable to it under Article 19. In the event and to the extent that a Party is permitted to self-insure pursuant to this article, it shall notify the other Party that it meets the requirements to self-insure and that its self-insurance program meets the minimum insurance requirements in a manner consistent with that specified in Article 19.

ARTICLE 20

DISPUTE RESOLUTION

20.1 Submission – In the event either Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance, such Party (the “disputing Party”) shall provide the other Party with written notice of the dispute or claim (“Notice of Dispute”). Such dispute or claim shall be referred to a designated senior representative of each Party for resolution on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other Party. In the event the designated representatives are unable to resolve the claim or dispute through unassisted or assisted negotiations within thirty (30) Calendar Days of the other Party’s receipt of the Notice of Dispute, such claim or dispute may, upon mutual agreement of the Parties, be submitted to arbitration and resolved in accordance with the arbitration procedures set forth below. If a dispute or claim is submitted to arbitration, the arbitration can only be terminated upon mutual agreement of the Parties. In the event the Parties do not agree to submit such claim or dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Agreement.

20.2 Technical Issues Arbitrator – With respect to Disputes which the Parties mutually agree are exclusively technical in nature, the Parties may, if they mutually agree, submit such Disputes to a technical issues arbitrator (“TIA”) for final and non-appealable resolution. The TIA, which shall be an individual or firm to be mutually agreed upon by both Parties, shall be an unbiased technical expert in transmission and distribution system design and operational matters.

20.3 External Arbitration Procedures – Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of the submission of the dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) Calendar Days select a third arbitrator to chair the arbitration panel. In either case, the arbitrators

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shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration Rules”) and any applicable FERC regulations or PJM rules; provided, however, in the event of a conflict between the Arbitration Rules and the terms of this Article 20, the terms of this Article 20 shall prevail.

20.4 Arbitration Decisions – Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act. The final decision of the arbitrator must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service under this Agreement.

20.5 Costs – Each Party shall be responsible for its own costs incurred during the arbitration process and for the following costs, if applicable: (1) the cost of the arbitrator chosen by the Party to sit on the three member panel and one half of the cost of the third arbitrator chosen; or (2) one half the cost of the single arbitrator jointly chosen by the Parties.

ARTICLE 21

DEFAULT AND REMEDIES

21.1 Breach and Default – A Party shall be considered in default of this Agreement (Default) if it fails to cure a Breach in accordance with the terms of this Article 21. A breach (Breach) shall mean the failure of a Party to perform or observe any material term or condition of this Agreement.

21.2 General – No Default shall exist where such failure to discharge an obligation (other than the payment of money) is the result of Force Majeure as defined in this Agreement or the result of an act of omission of the other Party. Upon a Breach, the non-breaching Party shall give written notice of such Breach to the breaching Party. Except as provided in Article 21.3, the breaching Party shall have thirty (30) Calendar Days from receipt of the Default notice within which to cure such Breach; provided however, if such Breach is not capable of cure within thirty (30) Calendar Days, the breaching Party shall commence such cure within thirty (30) Calendar Days after notice and continuously and diligently complete such cure within ninety (90) Calendar Days from receipt of the Default notice; and, if cured within such time, the Breach specified in such notice shall cease to exist.

21.3 Right to Terminate – If a Breach is not cured as provided in this article, or if a Breach is not capable of being cured within the period provided for herein, the non-breaching Party shall have the right to declare a Default and terminate this Agreement by written notice at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not that Party terminates this Agreement, to recover from the breaching Party all amounts due hereunder, plus all other damages and remedies to which it is entitled at law or in equity. The provisions of this article will survive termination of this Agreement.

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ARTICLE 22

ASSIGNMENT AND CHANGE IN CORPORATE IDENTITY

This Agreement may be assigned by either Party only with the written consent of the other; provided that either Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that Customer shall have the right to assign this Agreement, without the consent of Dominion, for collateral security purposes to aid in providing financing for the Customer’s Facilities, provided that Customer shall promptly notify Dominion of any such assignment. Any financing arrangement entered into by Customer pursuant to this article will provide that prior to or upon the exercise of the secured party’s, trustee’s or mortgagee’s assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee shall notify Dominion of the date and particulars of any such exercise of assignment right(s), including providing Dominion with proof that it meets the requirements of Section 14.2 and Article 19. Any attempted assignment that violates this article is void and ineffective. Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party’s obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 23

REPRESENTATIONS AND WARRANTIES

Each Party makes the following representations, warranties and covenants:

23.1 Good Standing – Such Party is duly organized, validly existing and in good standing under the laws of the state in which it is organized, formed, or incorporated, as applicable; that it is qualified to do business in the state or states in which the Delivery Facilities owned by such Party, as applicable, are located; and that it has the corporate power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement.

23.2 Authority – Such Party has the right, power and authority to enter into this Agreement, to become a party hereto and to perform its obligations hereunder. This Agreement is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or at law).

23.3 No Conflict – The execution, delivery and performance of this Agreement does not violate or conflict with the organizational or formation documents, or bylaws or operating agreement, of such Party, or any judgment, license, permit, order, material agreement or instrument applicable to or binding upon such Party or any of its assets.

23.4 Consent and Approval – Such Party has sought or obtained, or, in accordance with this Agreement shall seek or obtain, each consent, approval, authorization, order, or acceptance by any Governmental Authority in connection with the execution, delivery and performance of this Agreement, and it shall provide to any Governmental Authority notice of any actions under this Agreement that are required by Applicable Laws and Regulations.

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ARTICLE 24

CONFIDENTIALITY

24.1 Designation of Confidential Information – Each Party may designate any information relating to its Delivery Facilities provided by that Party to the other Party, whether in writing or orally, as Confidential Information. Notwithstanding the foregoing sentences, Confidential Information shall not include information that the receiving Party can demonstrate is consistent with one of the following classifications:

24.1.1 The information is generally available to the public other than as a result of a disclosure by the receiving Party.

24.1.2 The information was in the lawful possession of the receiving Party on a non-confidential basis before receiving it from the disclosing Party.

24.1.3 The information was supplied to the receiving Party without restriction by a third party, who, to the knowledge of the receiving Party, after due inquiry, was under no obligation to the other Party to keep such information confidential.

24.1.4 The information was independently developed by the receiving Party without reference to Confidential Information of the disclosing Party.

24.1.5 The information is, or becomes, publicly known, through no wrongful act or omission of the receiving Party or breach of this Agreement.

24.1.6 The information is required, in accordance with other provisions of this Article, to be disclosed to any Governmental Authority or is otherwise required to be disclosed by Applicable Laws and Regulations, or subpoena, or is necessary in any legal proceeding establishing rights and obligations under this Agreement, so long as such information is made available to the public.

24.1.7 The Party that designated the information as confidential notified the receiving Party that the information is no longer confidential.

24.2 Maintain Confidentiality – A Party receiving Confidential Information shall keep it confidential and shall use such information solely for the purpose for which it was provided and for no other purpose. A Party holding Confidential Information from the other may make such information available to a third party via appropriate means only to the extent required by law, regulation, or PJM Requirement. A Party disclosing Confidential Information shall provide the other Party with as much notice as reasonably possible before making such information public.

24.3 Reclaiming Confidential Information – The Party receiving Confidential Information shall, within ten (10) days of receipt of a written notice of request from the Party that provided the Confidential Information, use reasonable efforts to destroy, erase, or delete (with such destruction, erasure and deletion certified in writing to the requesting Party) or return, without retaining copies thereof, any and all written or electronic Confidential Information received from the other, subject to applicable regulatory requirements regarding retention of documents; however, such request to destroy, erase, delete, or return Confidential Information shall not be unreasonable with respect to the receiving Party’s legitimate need to use the Confidential Information.

24.4 Requests by FERC – Notwithstanding anything in this Article to the contrary, if the FERC or its staff, during the course of an investigation or otherwise, requests information from one of the Parties that is otherwise required to be maintained in confidence pursuant to this Agreement, the Party shall provide the requested information to the FERC or its staff, within the time provided for in the request for information. In providing the information to the FERC or its staff, the Party may, consistent with 18 C.F.R. § 388.112, request that the information be treated as confidential and non-public by the FERC and its Staff and that the information be withheld from public disclosure. The Party shall notify the other party to the Agreement when it is notified by the FERC or its staff, that a request for disclosure of, or decision to disclose, Confidential Information has been received, at which time either of the Parties may respond before such information would be made public pursuant to 18 C.F.R. § 388.112.

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ARTICLE 25

SUBCONTRACTORS

25.1 Use of Subcontractors – Nothing in this Agreement shall prevent the Parties from utilizing the services of subcontractors as they deem appropriate; provided, however, the Parties agree that, where applicable, all said subcontractors shall comply with the terms and conditions of this Agreement.

25.2 Hiring Party Maintains Obligations – The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this Agreement. Each Party shall be fully responsible to the other Party for the acts or omissions of any subcontractor it hires as if no subcontract had been made. Any obligation imposed by this Agreement upon the Parties, where applicable, shall be equally binding upon and shall be construed as having application to any subcontractor.

25.3 Parties Responsibilities to Each Other – The Parties shall each be liable for, indemnify, and hold harmless the other Party, its Affiliates and their officers, directors, employees, agents, servants and assigns from and against any and all claims, demands, or actions from the first-mentioned Party’s subcontractors, and shall pay all costs, expenses and legal fees associated therewith and all judgments, decrees and awards rendered therein.

25.4 No Third-Party Beneficiary – No subcontractor is intended to be or shall be deemed a third-party beneficiary of this Agreement.

25.5 Responsibility of Customer’s Contractors – To the extent of the responsibility and liability Customer has agreed to assume in Article 17, and to the fullest extent permitted by law, Customer shall require its subcontractors to indemnify and hold harmless and defend Dominion, its parent and Affiliates and their respective officers, directors, employees, agents and assigns from and against any and all claims and/or liability for damage to property, injury to or death of any person, including Dominion’s employees, Customer’s employees and their respective Affiliates’ employees, or any other liability incurred by Dominion or its parent or Affiliates including all expenses, legal or otherwise, to the extent caused by any act or omission, negligent or otherwise, by said subcontractor and/or its officers, directors, employees, agents and assigns arising out of or connected with the operation of Dominion and its Affiliates’ or Customer’s and its Affiliates’ facilities, equipment and property described in this Agreement, regardless of whether caused in part by a Party indemnified hereunder.

25.6 Responsibility of Dominion’s Contractors – To the extent of the responsibility and liability Dominion has agreed to assume in Article 17, and to the fullest extent permitted by law, Dominion shall require its subcontractors to indemnify and hold harmless and defend Customer, its parent and Affiliates and their respective officers, directors, employees, agents and assigns from and against any and all claims and/or liability for damage to property, injury to or death of any person, including Dominion’s employees, Customer’s employees and their respective Affiliates’ employees, or any other liability incurred by Customer or its parent or Affiliates including all expenses, legal or otherwise, to the extent caused by any act or omission, negligent or otherwise, by said subcontractor and/or its officers, directors, employees, agents and assigns arising out of or connected with the operation of Dominion’s and its Affiliates’ or Customer’s and its Affiliates’ facilities, equipment and property described in this Agreement, regardless of whether caused in part by a Party indemnified hereunder.

25.7 Contractor’s Insurance Limits – The obligations under this Article shall not be limited in any way by any limitation on subcontractor’s insurance.

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25.8 Insurance Required by Law – All subcontractors shall comply with all federal and state laws regarding insurance requirements and shall maintain standard and ordinary insurance coverages.

ARTICLE 26

AGREEMENT CONSTRUCTION

26.1 Entire Agreement – This Agreement shall constitute the entire agreement between the Parties relating to the subject matter hereof, and all previous agreements, discussions, communications, and correspondence with respect to the subject matter hereof not set forth in this Agreement are of no force and effect.

26.2 Severability – In the event that any clause or provision of this Agreement or any part hereof shall be held to be invalid, void, or unenforceable by any court or Governmental Authority of competent jurisdiction, said holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, and the Parties shall endeavor in good faith to replace such invalid or unenforceable provisions with a valid and enforceable provision which achieves the purposes intended by the Parties to the greatest extent permitted by law.

26.3 Forms of Words – All words and phrases defined in Article 1 shall include their masculine, feminine, neuter, possessive, singular, and plural forms.

26.4 Headings Not to Affect Meaning – The Article and section headings herein are inserted for convenience only and are not to be construed as part of the terms hereof or used in the interpretation of this Agreement.

26.5 Burden of Proof – In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

26.6 Counterparts – This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

ARTICLE 27

MISCELLANEOUS PROVISIONS

27.1 Safety and Environmental Requirements – Each Party shall comply, and require its employees, subcontractors, and agents to comply, with all safety and environmental requirements of federal, state, and local laws, rules, regulations, and ordinances, along with accepted industry safety practices.

27.2 Applicable Law – This Agreement is made subject to present and future state and federal laws, regulations, or orders properly issued by any Governmental Authority having jurisdiction. This Agreement shall be interpreted pursuant to the laws of the Commonwealth of Virginia, the Federal Power Act, and any Governmental Authority having jurisdiction over the particular matter.

27.3 Several Obligations – Except where specifically stated in this Agreement to be otherwise, the duties, obligations and liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall ever be construed to create an association, trust, partnership, or joint venture or to impose a trust or partnership duty, obligation or liability or agency relationship on or with regard to either Party. Each Party shall be individually and severally liable for its own obligations under this Agreement.

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27.4 No Waiver of Rights – No failure or delay on the part of Dominion or Customer in exercising any of its rights under this Agreement, no partial exercise by either Party of any of its rights under this Agreement, and no course of dealing between the Parties shall constitute a waiver of the rights of either Party under this Agreement. Any waiver shall be effective only by a written instrument signed by the Party granting such waiver, and such shall not operate as a waiver of, or continuing waiver with respect to any subsequent failure to comply therewith.

27.5 No Rights to Others – Nothing in this Agreement, express or implied, is intended to confer on any other person except the Parties any rights, interests, obligations or remedies hereunder.

27.6 Supporting Documents – The Parties agree to execute and deliver promptly, at the expense of the Party requesting such action, any and all other and further instruments, documents and information which may be reasonably requested in order to effectuate the transactions contemplated hereby. The Parties agree to cooperate and assist each other in acquiring any regulatory approval necessary to effectuate this Agreement.

27.7 Parties Are Independent Contractors – Each Party shall act as an independent contractor with respect to its performance under this Agreement.

27.8 Computation of Time – In computing any period of time prescribed in terms of the number of days, the day following the day upon which the act or event occurred shall be counted as the first day when determining the number of days elapsed. If the last day of the period so computed falls on a day that is not a normal business day for Dominion, the period shall run until Dominion’s close of business on the next day that is a normal business day for Dominion.

27.9 Notices – Except as may be otherwise described in this Agreement, notices from one Party to the other shall be sent to the Administrative Committee Member, with a copy to the Alternate, at the last addresses communicated pursuant to Article 15. Notice shall be sent via United States Mail with a return receipt, or if time is of the essence, by overnight delivery utilizing a courier service generally recognized in the industry for a high standard of service, and shall be deemed given on the date of acceptance or refusal of acceptance on the receipt.

27.10 Additional Provisions – Any additional terms and conditions as may be set forth in Appendix C shall be incorporated into, and made a part of, this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized officials.

Virginia Electric and Power Company
By:	/s/ John D. Smatlak
Printed Name:	John D. Smatlak
Title:	Managing Director – Electric Transmission
Date:	05-18-05
Old Dominion Electric Cooperative
By:	/s/ Greg White
Printed Name:	Greg White
Title:	Senior Vice-President of Power Supply
Date:	05-12-2005

24

APPENDIX A

REQUEST/NOTIFICATION FOR

CHANGES IMPACTING DOMINION’S FACILITIES

Customer shall initiate requests to install, modify, or remove Dominion Facilities, or to modify the capacity or characteristics required at a Delivery Point, or to discontinue the delivery of electricity to a Delivery Point, in writing using the Request/Notification for Changes Impacting Dominion Facilities form included in this Appendix A (the “Request Form”). Customer shall also submit a Request Form when making changes to Customer’s Facilities that are reasonably anticipated to (i) lead to a modification to Dominion’s Facilities or (ii) impact the operation of Dominion’s Facilities.

The Request Form shall be submitted by Customer as soon as useful information is available. As additional or updated information becomes available, Customer shall make timely submission of a revised Request Form. For Request Forms submitted with notations of “(E)” or “TBD by [date]” as described below, the Parties shall determine a schedule for the provision of complete and final information.

1. Customer shall, in accordance with the following requirements, provide, on a timely basis, information that is complete and accurate. On every Request Form submitted, each blank (including items such as “Additional Comments” and “Other Milestones”) shall contain one of the following entries:

1.1. The firm (e.g., final) information.

1.2. If no information is appropriate for a given item, the entry “N/A.”

1.3. An entry as further described below:

1.3.1. In Sections II, III, and IV, an entry initially marked as “(E).” Such entries shall be revised with firm information as soon as it is available. If the “Requested Date to Energize” in Section IV is initially marked as (E), then the firm date ultimately supplied for “Requested Date to Energize” shall be on or after the estimated date unless an earlier firm date for “Requested Date to Energize” is mutually agreed-upon prior to submission of a revised request form.

1.3.2. In Section III, an entry may be “TBD by [date].” Additionally, each of the Required Attachments of Section III shall be provided, or shall be substituted by a page bearing the attachment description and the date by which the attachment shall be provided.

2. Upon receiving a request, Dominion shall evaluate such request within its ordinary course of business and consistent with the PJM Requirements. The evaluation may include the investigation of alternate solutions to accommodating Customer’s needs. Customer to reasonably assist Dominion’s evaluation, including, without limitation, the provision of additional information and participation in a cooperative review and exploration of the request and its alternatives. Dominion shall not be required to complete such evaluation until a reasonable time after the Customer has supplied all information as firm information.

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3. Upon concluding its evaluation, Dominion shall provide a written response approving the request, approving the request with modifications, or denying the request. Any modification or denial shall not be unreasonable and shall be accompanied by the reasoning for such determination. In the event of approval or modified approval, the response shall describe, consistent with the Agreement, any required construction or modifications by the Parties, any estimated Project costs, cost responsibilities between the Parties, and other actions the Parties must take to implement the request in its approved form.

4. Nothing in this Appendix shall be construed as modifying the provisions of Section 6.6 of the Agreement of which this Appendix is a part.

5. Requests shall be made using the form shown below (the “Request Form”) or an electronic version thereof as may be provided by Dominion.

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REQUEST/NOTIFICATION FOR

CHANGES IMPACTING DOMINION FACILITIES

SECTION I – GENERAL Date:      /      / 20     Revision No.:         

Requestor Name:

Requestor Address:

Name of Contact Person:

Contact’s Phone:	Contact’s Cell:
Contact’s Fax:	Contact’s Email:

Signature below authorizes Dominion to proceed with design, engineering, and estimation of Project cost as appropriate for Dominion to evaluate and respond to this request. This authorization is pursuant and subject to all terms and conditions of the Agreement of which this Appendix is a part.

Authorizing Signature:	Auth. Date:
Printed Name:	Phone:
Title:

SECTION II – DESCRIPTION OF REQUEST

Name of Delivery Point:

Brief Description of Request:

(attach detail)

Brief Reasoning for Request:

(attach detail)

Delivery Point Location:

(attach detail if DP is new)

Noteworthy Load Characteristics:

(large motors, large fluctuating

loads, large harmonic-producing

loads, etc.)

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PRESENT DELIVERY POINT DATA:

Present Delivery Point Voltage:

Present Maximum kVA Capacity of Delivery Point Facilities:

Present Summer Peak kW Demand:	Present Summer Peak kVAR Demand:
Present Winter Peak kW Demand:	Present Winter Peak kVAR Demand:

ANTICIPATED NEW DELIVERY POINT FACILITIES DATA:

New Delivery Point Voltage:

New Peak kVA Capacity of Delivery Point Facilities:

Peak kW and rkVA During First Three Years Following Implementation and Highest Peak Within Ten Years:

	Initial Year:	Second Year:	Third Year:	Highest in First Ten Years:
Enter Year è
Summer Peak kW:
Summer Peak rkVA:
Winter Peak kW:
Winter Peak rkVA:

Delivery Point Facilities Route:

(attach detail if new line extension is

involved)

Additional Comments:

28

SECTION III – CUSTOMER’S EQUIPMENT

Transformer Primary Voltage:	______________________	Transformer Secondary Voltage:
Transformer Nameplate Capacity:	__________________________________________	Temperature Rise:

Transformer Taps:

Connection (e.g. Wye-Wye):

Transformer Impedance:

Isolation Device Type and Rating:

Protection Device Type and Rating:

Required Attachments: [1] One-line diagram [2] Transformer test report [3] Transformer loss curve [4] Operating procedures description [5] Protection scheme functional diagram [6] Protection Device information (including device types, serial and model numbers, relay settings, etc.)

SECTION IV – TIMING

Request included in Customer’s planning documents submitted to Dominion on:

Most Recent Submission:                                                  Second Most Recent Submission:                                                         

Expected Date Customer’s Construction to Commence:

Expected Completion Date of Customer Work:

Date Requested for Dominion Construction to Commence:

Requested Completion Date of Dominion Work (De-energized):

Requested Date to Energize: (See Note)

Other Milestones:    

NOTE: If the “Requested Date to Energize” is marked as (E), then the firm date ultimately supplied must be on or after the estimated date, unless an earlier firm date is mutually agreed-upon prior to submission of the revised request form.

(E) = Estimated

N/A = Not Available

TBD = To Be Determined

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APPENDIX B

EXCESS FACILITIES

1. APPLICABILITY

Upon request of Customer, Dominion may provide, in accordance with this Appendix B, Dominion Facilities that are in excess to those typically specified by Dominion to meet its normal service obligations under the Agreement to which this Appendix is a part. Dominion shall not be required to install, own, operate, or maintain any excess Dominion Facilities that Dominion, considers contrary to Good Utility Practice. In addition to the terms and conditions contained in the Agreement, the provisions of this Appendix apply to excess Delivery Facilities installed by Dominion.

2. DEFINITIONS

In addition to the words and phrases defined in the Agreement under Article 1, the following definitions shall apply to this Appendix. Such definitions are to be equally applicable to both the singular and the plural forms of the terms defined, and to the possessive and non-possessive forms.

2.1. Distribution and Substation Facilities – shall mean those Dominion Facilities booked by Dominion to FERC Accounts 360 through 373.

2.2. New Installed Cost – shall mean the present-day cost, pursuant to Section 14.1 of the Agreement, to install the subject facilities.

2.3. Transmission Facilities – shall mean those Dominion Facilities booked by Dominion to FERC Accounts 350 through 359.

3. RATE

3.1. The following charges apply to excess Dominion Facilities where Customer made no advance payment of the installed cost of the excess Dominion Facilities. This provision is closed to new installations made on and after May 1, 2005.

3.1.1. Distribution and Substation Facilities

Customer shall pay a continuing monthly facilities charge equal to 1.73% of the estimated New Installed Cost of all excess Distribution and Substation Facilities provided by Dominion.

3.1.2. Transmission Facilities

Customer shall pay a continuing monthly facilities charge equal to 1.44% of the estimated New Installed Cost of all excess Transmission Facilities provided by Dominion.

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3.2. The following charges apply to excess Dominion Facilities where Customer makes an advance payment of the installed cost of the excess Dominion Facilities.

3.2.1. Distribution and Substation Facilities

Customer shall pay to Dominion [a] a one-time facilities charge equal to the estimated New Installed Cost of all excess Distribution and Substation Facilities provided by Dominion plus [b] a continuing monthly facilities charge equal to 0.57% of the estimated New Installed Cost of all excess Distribution and Substation Facilities provided by Dominion.

3.2.2. Transmission Facilities

Customer shall pay to Dominion [a] a one-time facilities charge equal to the estimated New Installed Cost of all excess Transmission Facilities provided by Dominion, plus [b] a continuing monthly facilities charge equal to 0.47% of the estimated New Installed Cost of all excess Transmission Facilities provided by Dominion.

4. TERMS AND CONDITIONS

4.1. Dominion may change Dominion’s Facilities at its convenience so long as the utility derived by Customer from such facilities is equivalent or superior, and the charge to Customer is unaffected. Customer will be notified of such change, as reasonable under the circumstances, prior to its implementation.

4.2. In addition to the charges pursuant to Section 3, any rearrangement costs as may be incurred by Dominion in preparing existing Dominion Facilities to accommodate excess Dominion Facilities shall be charged to Customer as a one-time charge. Such rearrangement costs shall not be included in the New Installed Cost.

4.3. For changes to excess Dominion Facilities (including removal or abandonment) due to the request of Customer, due to the expiration or revocation of a permit for land use, due to other loss of land rights, or due to actions of a Governmental Authority, the following provisions shall apply:

4.3.1. For excess Dominion Facilities removed, the New Installed Cost used to calculate the monthly facilities charge pursuant to Section 3 of this Appendix shall be reduced by the original installed cost of the excess Dominion Facilities. If the original installed cost cannot be determined from actual records, the original installed cost shall be estimated by applying the Handy-Whitman Index to the New Installed Cost.

4.3.2. For excess Dominion Facilities added, the Customer charges pursuant to Section 3 of this Appendix shall be applied to the estimated New Installed Cost of such added excess Dominion Facilities.

4.3.3. Customer shall pay Dominion’s Project cost, which shall be net of scrap and salvage, for performing all installation, rearrangement, abandonment, and removal work; however, the Customer charge determined pursuant to this provision shall not include any amounts paid by Customer pursuant to Section 4.3.2 and the total charge pursuant to this Section 4.3.3 shall not be less than zero.

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4.3.4. For excess Dominion Facilities removed or abandoned, Customer shall pay the depreciated New Installed Cost of such excess Dominion Facilities; however, if Customer has previously paid the New Installed Cost pursuant to Section 3 of this Appendix, this charge shall not apply.

4.3.5. For Dominion Facilities shared with other customers, Customer’s charges under this Section 4.3 shall be calculated based on that portion of the Dominion Facilities which are charged to Customer under this Appendix as excess Dominion Facilities.

4.4. In no case shall Dominion be required to install, own, or operate Dominion Facilities that are inconsistent with Dominion’s construction, engineering, and safety standards.

32

APPENDIX C

ADDITIONAL PROVISIONS

The following charges for Excess Facilities shall be charged to Customer pursuant to Appendix B:

Delivery Point	Type of Excess Facilities	Monthly Rate		Monthly Charge
B-A-R-C Electric Cooperative
Bustleburg	Data pulse	1.73	%	$	14.86
Callaghan	Data pulse	1.73	%	$	14.86
Cornwall	Data pulse	1.73	%	$	14.86
Effinger	Data pulse	1.44	%	$	9.87
Fairfield	Data pulse	1.73	%	$	11.89
Fordwick	Data pulse	1.73	%	$	14.86
Goshen	Data pulse	1.73	%	$	14.86
Lexington	Data pulse	1.73	%	$	14.86
Mecklenburg Electric Cooperative
Barnes Junction (aka DC Jackson)	Data pulse	1.44	%	$	14.60
Beechwood	Data pulse	1.44	%	$	11.56
Belfield	Data pulse	1.44	%	$	12.37
Black Branch	Data pulse	1.44	%	$	14.60
Boydton	Data pulse	1.44	%	$	11.56
Brinks	Data pulse	1.44	%	$	11.56
Clarksville	Data pulse	1.44	%	$	11.56
Climax	Data pulse	1.44	%	$	13.33
Crystal Hill 2	Data pulse	1.44	%	$	12.37
Emporia	Data pulse	1.44	%	$	11.56
Freeman	Data pulse	1.44	%	$	11.56
Gasburg	Data pulse	1.44	%	$	16.72
Gretna	Data pulse	1.44	%	$	13.33
Grit	Data pulse	1.44	%	$	13.33
Hickory Grove	Data pulse	1.44	%	$	16.72
Huber	Data pulse	1.44	%	$	9.89
Jones Store	Data pulse	1.44	%	$	14.60
Kerr	Data pulse	1.44	%	$	16.72
Mt. Airy	Data pulse	1.44	%	$	13.33
Northview	Data pulse	1.44	%	$	11.56
Omega	Data pulse	1.44	%	$	11.56
Shockoe	Data pulse	1.44	%	$	13.33

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Delivery Point	Type of Excess Facilities	Monthly Rate		Monthly Charge
Northern Neck Electric Cooperative
Garner	Data pulse	1.44	%	$	16.72
Oak Grove	Data pulse	1.73	%	$	17.73
Office Hall	Data pulse	1.73	%	$	14.86
Passapatanzy (aka Lee)	Data pulse	1.73	%	$	14.86
Sanders	Data pulse	1.73	%	$	20.08
Northern Virginia Electric Cooperative
Arcola	Data pulse	1.44	%	$	11.33
Bethel	Data pulse	1.44	%	$	9.92
Cardinal	Totalized Metering	1.44	%	$	61.19
Catharpin	Data pulse	1.44	%	$	9.92
Country Club	Data pulse	1.44	%	$	8.38
Club Run 2	Totalized Metering	1.44	%	$	26.57
Godwin 1	Alternate Circuits	1.44	%	$	370.31
Herndon	Data pulse	1.73	%	$	11.89
Hillsboro	Totalized Metering and Data Pulses	1.73	%	$	1,079.54
Independent Hill	Data pulse	1.44	%	$	9.92
Johnson 3	Data pulse	1.44	%	$	35.41
Lindendale	Totalized Metering	1.44	%	$	61.19
Middleton	Data pulse	1.73	%	$	11.92
Minnieville 1	Data pulse	1.44	%	$	9.92
Moore	Data pulse	1.73	%	$	10.06
Smoketown	Totalized Metering	1.44	%	$	61.19
Sowego 2	Data pulse	1.73	%	$	11.92
Wellington	Data pulse	1.44	%	$	8.38
Prince George Electric Cooperative
Bakers Pond	Data pulse	1.73	%	$	16.02
Garysville	Data pulse	1.73	%	$	16.02
Prince George	Data pulse	1.73	%	$	16.02
Wakefield	Data pulse	1.73	%	$	16.02
Waverly 2	Data pulse	1.44	%	$	9.87
Rappahannock Electric Cooperative
Bear Island	Data Pulse	1.44	%	$	10.97
Brandy	Data pulse	1.44	%	$	11.65
Clancie	Data pulse	1.73	%	$	15.63
Culpeper No. 1	Data pulse	1.73	%	$	10.24
Decapolis	Data pulse	1.73	%	$	10.24
Goldmine	Data pulse	1.73	%	$	10.42
Greenwood	Data pulse	1.44	%	$	8.67
Kings Dominion	Data pulse	1.44	%	$	8.67
Locust Grove	Data pulse	1.73	%	$	18.32
Mitchell	Data pulse	1.44	%	$	9.89

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Delivery Point	Type of Excess Facilities	Monthly Rate		Monthly Charge
North Doswell	Data pulse	1.44	%	$	13.33
Oak Shade	Data pulse	1.73	%	$	10.42
Paytes	Data pulse	1.73	%	$	10.42
Proffit	Data pulse	1.44	%	$	9.66
Slabtown	Data pulse	1.44	%	$	8.67
Unionville	Data pulse	1.73	%	$	10.42
Warrenton	Data pulse	1.73	%	$	10.42
Wilderness	Data pulse	1.73	%	$	9.66
Shenandoah Valley Electric Cooperative
Barterbrook	Data pulse	1.44	%	$	9.89
Brands	Data pulse	1.44	%	$	7.19
Cold Springs	Data pulse	1.73	%	$	10.42
Columbia Furnace	Data pulse	1.73	%	$	10.42
Crimora	Data pulse	1.73	%	$	10.42
Dayton	Data pulse	1.44	%	$	5.95
Gardner Springs	Data pulse	1.73	%	$	10.42
Mt. Jackson	Data pulse	1.73	%	$	8.64
North River	Data pulse	1.44	%	$	7.19
Timberville	Data pulse	1.44	%	$	7.19
Trimbles Mill	Data pulse	1.44	%	$	7.19
Woodstock	Data pulse	1.73	%	$	10.42
Southside Electric Cooperative
Altavista	Data pulse	1.73	%	$	13.89
Amelia	Data pulse	1.73	%	$	13.89
Center Star	Data pulse	1.73	%	$	16.02
Cherry Hill	Data pulse	1.73	%	$	16.02
Danieltown	Data pulse	1.44	%	$	11.56
Drakes Branch	Data pulse	1.73	%	$	13.89
Evergreen	Data pulse	1.73	%	$	13.89
Fort Pickett	Data pulse	1.44	%	$	11.56
Gary	Data pulse	1.44	%	$	11.56
Gladys	Data pulse	1.44	%	$	11.56
Hooper	Data pulse	1.44	%	$	11.56
Madisonville	Data pulse	1.73	%	$	13.89
Martins	Data pulse	1.44	%	$	11.56
Moran	Data pulse	1.44	%	$	11.56
Nutbush	Data pulse	1.44	%	$	11.56
Pointon	Data pulse	1.73	%	$	13.89
Reams 2	Data pulse	1.73	%	$	16.02
Redhouse	Data pulse	1.44	%	$	11.56
Stoddert	Data pulse	1.73	%	$	13.89
Victoria	Data pulse	1.44	%	$	9.89

35

APPENDIX D

MEMBERS OF

OLD DOMINION ELECTRIC COOPERATIVE

CONNECTED TO DOMINION’S FACILITIES

B-A-R-C Electric Cooperative

Community Electric Cooperative

Mecklenberg Electric Cooperative

Northern Neck Electric Cooperative

Northern Virginia Electric Cooperative

Prince George Electric Cooperative

Rappahannock Electric Cooperative

Shenandoah Valley Electric Cooperative

Southside Electric Cooperative

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement Form S-3 No. 33-10577 of Old Dominion Electric Cooperative and in the related Prospectus of our report dated March 20, 2006, with respect to the consolidated financial statements of Old Dominion Electric Cooperative included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Ernst & Young LLP

Richmond, VA

March 20, 2006

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jackson E. Reasor, certify that:

1. I have reviewed this annual report on Form 10-K of Old Dominion Electric Cooperative;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

(a) designed such disclosure controls and procedures or caused such disclosure to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 20, 2006

/s/ JACKSON E. REASOR

Jackson E. Reasor

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Robert L. Kees, certify that:

1. I have reviewed this annual report on Form 10-K of Old Dominion Electric Cooperative;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

(a) designed such disclosure controls and procedures or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 20, 2006

/s/ ROBERT L. KEES

Robert L. Kees

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

OLD DOMINION ELECTRIC COOPERATIVE

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Old Dominion Electric Cooperative (the “Company”) on Form 10-K for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jackson E. Reasor, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 20, 2006

/s/ JACKSON E. REASOR

Jackson E. Reasor

President and

Chief Executive Officer

(Principal executive officer)

EX-32.2

Exhibit 32.2

OLD DOMINION ELECTRIC COOPERATIVE

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Old Dominion Electric Cooperative (the “Company”) on Form 10-K for the period ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert L. Kees, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 20, 2006

/s/ ROBERT L. KEES

Robert L. Kees

Senior Vice President and Chief Financial Officer

(Principal financial and accounting officer)